GPT Healthcare Ltd Directors Report

Your Directors are pleased to present herewith the 36th Annual Report of the Company alongwith the Audited Financial Statements for the Financial Year ended March 31, 2025 and Auditors Report thereon. The PDF version of the Report is also available on the Companys website (https://ilshospitals.com/share-holder-information/#Financials).

1. FINANCIAL SUMMARY

H In lakh, except per share data

The Companys financial performance for the year ended March 31, 2025 is summarised below:

(H 1 lakh equals Rs. 100,000)

Particulars	Standalone
	2024- 25	2023-24
Income
Revenue from Operations	40,709.14	40,019.30
Total Income	41,558.57	40,548.44
Total Expenditure Before Interest, Tax and Depreciation	32,373.86	31,235.41
Earnings Before Interest, Tax, Depreciation and Amortization	9,184.71	9,313.03
Less: Interest and Depreciation	2,250.15	2,508.69
Profit before Tax for the year	6,934.56	6,804.34
Less: Income Tax for the year	1,942.39	2,027.44
Profit for the year	4,992.17	4,776.90
Add: Other comprehensive Income	-4.77	1.60
Net Profit/(Loss) for the year	4,987.40	4,778.50
Earnings per Share Basic and Diluted	6.08	5.96

2. PERFORMANCE OF THE FINANCIAL YEAR 2024-25

During the financial year 2024-25, the Company recorded revenue from operations of Rs. 40,709.14 lakh, a growth of 1.72 % over the previous years revenue of Rs. 40,019.30 lakh. The Companys EBITDA from operations stood at Rs. 9,184.71 lakh against that of Rs. 9,313.03 lakh in previous year i.e. a decline of 1.38 %. The Profit Before Tax grew by 1.91% to Rs. 6,934.56 lakh for the current year as compared to Rs. 6,804.34 lakh for the previous year. Similarly, Profit After Tax grew by 4.51% to Rs. 4,992.17 lakh for the current year compared to Rs. 4,776.90 lakh for the previous year. This was the highest year Profit After Tax in the history of the Company.

3. BUSINESS OF THE COMPANY

The Company is engaged in the Healthcare Services i.e running of hospitals and providing medical services. The Company operates a chain of mid-sized full service hospitals under the brand name of "ILS Hospitals" and provide integrated healthcare services, with a focus on secondary and tertiary care. As of March 31, 2025, we operated four multispecialty hospitals with a total capacity of 561 beds. As on the date of this report we are presently operating five multispecialty hospitals in Dum Dum, Salt Lake and Howrah in West Bengal, Agartala in Tripura and Raipur in Chhattisgarh with a total capacity of 719 beds. The Company has commissioned its greenfield quaternary care hospital in Raipur, Chhattisgarh commissioned on May 11, 2025.

4. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Other than stated elsewhere in this report, there are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

5. STATE OF AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK

The Company is exploring various options viz. greenfield, acquisitions to enhance its bed capacity to 1,000 beds in the next 2-3 years to establish itself as a preferred healthcare provider in the eastern part of the country. Detailed state of Companys affair and future outlook is also discussed in the Management Discussion & Analysis Report forming part of this Annual Report.

6. DIVIDEND

The Board of Directors declared an Interim Dividend of Rs. 1.00 per share i.e. 10% on November 14, 2024. Further, the Board of Directors have pleased to recommend final dividend of Rs. 1.50 per share i.e. 15% on May 23, 2025, thus, the aggregate of total dividend is Rs. 2.50 per share i.e. 25% and the total payout will be Rs. 2,051.37 lakh for the Financial Year 2024-25 in the following manner:

Particulars	Dividend Per Share of J 10 each	Date of declaration / recommendation of Dividend	Cash outflow (Rs. in lakh)
1st Interim Dividend	Rs. 1.00	November 14, 2024	820.55
Final Dividend	Rs. 1.50	May 23, 2025 (subject of Shareholder approval in the ensuing 36th Annual General Meeting)	1,230.82
Total	Rs. 2.50		Rs. 2,051.37

The dividend pay-out is in accordance with the Companys Dividend Distribution Policy and the same is available on the Companys website at https://ilshospitals.com/share-holder-information/#CorporatePolicies As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if approved, will be taxable in the hands of the shareholders at the applicable rates. The details of the same are available in the Notice of Annual General Meeting.

7. TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserves during the financial year ended March 31, 2025.

8. DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

9. LISTING OF SHARES

The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited as per the following details:

BSE Limited	National Stock Exchange of India Limited
Phiroze Jeejeebhoy	Exchange Plaza, Plot no. C/1, G
Towers,	Block,
Dalal Street	Bandra-Kurla Complex, Bandra (E),
Mumbai – 400001	Mumbai - 400 051
Scrip Code: 544131	Scrip Symbol: GPTHEALTH

10. CHANGE IN SHARE CAPITAL

There were no changes in the share capital of the Company during the year under review.

11. CHANGE IN THE NATURE OF THE BUSINESS:

During the year under review, there was no change in the nature of business of the Company.

12. CREDIT RATING

The long term and short term credit facilities are rated by CRISIL and the present rating of the Company is CRISIL A-/Stable (Reaffirmed) - Long Term Rating and CRISIL A2+ (Reaffirmed)-Short Term Rating reaffirmed on July 29, 2024.

13. FINANCIAL STATEMENT

The Annual Report of the Company, containing therein its standalone financial statement along with audit report is available for inspection by the Members at the Registered Office of the Company during working hours on working days, Shareholders interested in obtaining a copy of the audited financial statement may write to the Company Secretary and Compliance Officer at the registered email id of the Company.

Since the Company has no subsidiary or associate, the Company is not required to prepare consolidated financial statement.

14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Companies.

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, states that:

a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures from the same;

b) it selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

c) it had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) it had prepared the annual accounts of your Company for the Financial Year ended March 31, 2025 on a ‘going concern basis;

e) it had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) it had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out under the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). In terms of Regulation 34 of the Listing Regulations, a Report on Corporate Governance along with a Certificate issued by Practicing Company Secretary, confirming compliance with the requirements of Corporate Governance, forms a part of the Annual Report. In order to evidence highest corporate governance standards, the Audit Committee and Nomination and Remuneration Committee consists entirely of independent directors.

17. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report, capturing your Companys performance, industry trends and other material changes with respect to your Company is presented in a separate section forming part of the Annual Report. The Report provides a consolidated perspective of economic, social and environmental aspects material to our strategy and ability to create and sustain value to our key stakeholders and includes aspects of reporting as required by Regulation 34(2)(e) read with Schedule V of the Listing Regulations.

18. BUSINESS RISK MANAGEMENT

The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. The Companys management systems, organizational structures, processes, standards, code of conduct, Internal Control and Internal audit methodologies and processes that governs as to how the Company conducts its business and manages associated risks. The Company also has in place a Risk Management Policy to identify and assess the key risk areas. The Member of Audit Committee monitors and reviews the implementation of various aspects of the Risk Management Policy. Major risks identified by the Company are systematically addressed through mitigating actions on a continuous basis. The Company has also adopted Risk Assessment, Minimization and Control Procedures. At present no particular risk whose adverse impact may threaten the existence of the Company is visualized.

The Risk Management Policy of the Company may be accessed at the link https://ilshospitals.com/share-holder-information/#CorporatePolicies

19. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

InlinewiththerequirementsoftheActandListingRegulations, your Company has formulated a Policy on Related Party Transactions which is also available on Companys website at the link https://ilshospitals.com/share-holder-information/#CorporatePolicies.The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arms Length basis. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value, and terms and conditions of the transactions and also filed with the Stock Exchanges bi-annually.

All the contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arms length basis.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on Materiality of Related Party Transactions and on dealing with Related Party Transactions. Since there are no material Related Party Transactions and also all the transactions with related parties are at arms length and are in the ordinary course of business, no transactions are required to be reported in Form AOC – 2.

The Company has made full disclosure of transactions with the related parties as set out in Note of Standalone Financial Statement, forming part of the Annual Report. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

20. NUMBER OF MEETINGS OF THE BOARD

During the year 4 (Four) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report forming part of the Annual Report.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee of the Board has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Companys website at the link: https://ilshospitals.com/ share-holder-information/#CorporatePolicies In terms of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 as amended ("CSR Rules") and in accordance with the CSR Policy, during the financial year 2024-25, the Company has spent above two percent of the average net profits of the Company during the three immediately preceding financial years.

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure-I and forms integral part of this Report.

22. INTERNALCONTROLS/INTERNALFINANCIAL CONTROLS 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, 2025. 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 & effectiveness 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, 2025.

23. CEO & CFO CERTIFICATION

Pursuant to Regulation 17(8) read with Schedule II Part B of the Listing Regulations, a certificate from the Chief Executive Officer and Chief Financial Officer of the Company addressed to the Board of Directors, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is provided elsewhere in this Annual Report.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) In accordance with the provisions of the Act and the Articles of Association of the Company, Dr. Ghanshyam Goyal, Non-Executive Non- Independent Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his reappointment.

(ii) Mr. Dwarika Prasad Tantia, Executive Chairman, Dr. Om Tantia, Managing Director, Mr. Anurag Tantia, Executive Director, Mrs. Kriti Tantia, Chief Financial Officer and Mr. Ankur Sharma, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof for the time being in force).

(iii) There were no changes in the Board and KMPs during the year under review.

25. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgment and without any external influence, pursuant to Regulation 25 of the Listing Regulations. None of the Directors have been subjected to any disqualification under the Act.

All the Independent Directors of your Company have been registered and are members of Independent Directors Databank maintained by Indian Institute of Corporate Affairs. 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 Affair (IICA) and Two Independent Directors were exempted by Indian Institute of Corporate Affair (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.

26. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Independent Directors are fully kept informed of the Companys business activities in all areas. A separate meeting of Independent Directors was held on February 18, 2025, without the attendance 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. The Independent Directors reviewed the performance of Non-Independent Directors, the Board as a whole, and the performance of the Executive Chairman of the Company, after considering the views of Executive Directors and Non Executive Directors. They also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Independent Directors expressed their satisfaction on the working of the Company, Board deliberation and contribution of the Executive Chairman and other Directors in the growth of the Company. Mr. Kashi Prasad Khandelwal is the Lead Independent Director of the Company.

27. COMMITTEES OF BOARD OF DIRECTORS

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board had constituted/ reconstituted various Board Committees to assist in discharging its responsibilities. The Board has adopted charters setting forth the roles and responsibilities of each of the Committees. The Board has constituted/reconstituted following Committees to deal with matters and monitor activities falling within the respective terms of reference:

a. MANDATORY COMMITTEES

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

b. NON-MANDATORY COMMITTEES

Executive Committee

Risk Management Committee (Dissolved w.e.f May 23,

2025 for details please refer corporate governance)

All related details as required under law are provided in the Corporate Governance Report forming part of the Annual Report. There has been no instance where the Board has not accepted the recommendations of its Committees.

28. ANNUAL EVALUATION OF THE BOARD, ITS COMMIITTEES AND INDIVIDUAL DIRECTORS

The Company has devised a Policy for performance evaluation of Independent Directors, Board Committees, the Executive Chairman and other individual Directors which includes criteria for performance evaluation of the non-executive Directors and executive Directors. On the basis of Policy approved by the Board for performance evaluation of Independent Directors, Board Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. The Independent Directors, in their separate meeting, evaluated the performance of Non- Independent Directors, the Board as a whole, its Committees and that of the Chairperson of the Company, considering the views of Executive Directors and Non-Executive Directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Independent Directors have expressed satisfaction at the robustness of the evaluation process, the Boards freedom to express its views on matters transacted at the Meetings and the openness and transparency with which the Management discusses various subject matters specified on the agenda of meetings. Parameters and process applied for carrying out the evaluation has been discussed in detail in the Corporate Governance Report.

Ongoing familiarization program aims to provide insights into the Company and the business environment to enable all the Independent Directors to be updated of newer challenges, risks and opportunities relevant in the Companys context and to lend perspective to the strategic direction of the Company. The details of familiarization programmes imparted to Independent Directors on February 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/share-holder-information/#CorporatePolicies

29. NOMINATION AND REMUNERATION POLICY

The Company has a Board approved Remuneration Policy as required under Section 178(3) of the Companies Act, 2013, the said Policy enumerates the criteria on the appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel, containing criteria for determining qualifications, positive attributes and independence of a director.

Proviso to Section 178 (4) of the Companies Act, 2013 requires the Company to place its Remuneration policy on its website and disclose the salient features of such policy and changes therein, if any, along with the web address of the policy in the Boards report. Accordingly, the Remuneration Policy of the Company has been made available on the Companys website at the link https://ilshospitals.com/ share-holder-information/#CorporatePolicies The Remuneration Policy of the Company is also appended as Annexure-II to this Report.

30. PARTICULARS OF MANGERIAL REMUNERATION

The statement required under Section 197 (12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-III forming part of this Report.

31. PARTICULARS OF EMPLOYEES

The statement in respect of employees, as required under Section 197 of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

During the year, none of the employees other than the Managing Director or Whole time Directors/ Executive Directors received remuneration in excess of the limits as prescribed under Rule 5(2)(i) & (ii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further pursuant to Rule 5(2)(iii )no employees received remuneration in excess of that drawn by the Managing Director or Whole time Directors/ Executive Directors, holding by himself or along with his spouse and dependent children not less than two percent of the equity shares of the company.

32. HUMAN RESOURCES

Your Company treats its Human Resources as one of its most important assets, given the service nature of the industry. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your Company believes in the promotion of talent internally through job rotation and job enlargement.

33. AUDITORS AND AUDITORS REPORT

a. Statutory Auditor (s)

S R Batliboi & Co LLP, Chartered Accountants (Firm Registration No. 301003E/E300005) were appointed as Statutory Auditors of the Company, to hold office for a period of 5 (five) consecutive years from the conclusion of 35th Annual General Meeting till the conclusion of 40th Annual General Meeting of your Company to conduct the audit of accounts of the Company from the Financial Year 2024-25 till the Financial Year 2028-29. Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

The Statutory Auditors Report for Financial Year 2024-2025 on the financial statements, forms part of this Annual Report. Your Company has a policy to maintain an unqualified audit report and therefore, the Auditors Report does not contain any qualification, reservation or adverse remark or disclaimer. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

b. Cost Auditors

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Rules, 2014 the Company is required to get its cost record audited by a cost accountants in whole time practice. In this regard the Board of Directors has re-appointed S.K. Sahu & Associates, Cost Accountants, (Membership No. 28234) as the Cost Auditor of your Company to conduct the audit of cost records for the financial year 2025-26.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a) (ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration as recommended by the Board shall be ratified by the Members. Accordingly, requisite resolution seeking ratification of remuneration payable to the Cost Auditors for the Financial Year 2025-26 is forming part of the notice convening the ensuing Annual General Meeting.

Your Company has received consent from S.K. Sahu & Associates, Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2025-26 along with a certificate confirming their independence and arms length relationship. The Company is maintaining the cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

c. Secretarial Audit Report

The Board of your Company had earlier reappointed Mr. Ashok Kumar Daga, Practicing Company Secretary (Certificate of Practice Number 2948), as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2024-25 and his report for the year 2024-25 in prescribed Form MR-3 is appended hereto as Annexure-IV to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report. Further, pursuant to the provisions of Regulation 24A & other applicable provisions of the SEBI Listing Regulations read with Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors at their respective meetings held on May 23, 2025 have approved & recommended for approval of Members, appointment of Mr. Ashok Kumar Daga, Practicing Company Secretary as Secretarial Auditor for a term of upto 5(Five) consecutive years, to hold office from April 1, 2025 upto March 31, 2030.

Your Company has also received consent and peer review certificate from Mr. Ashok Kumar Daga, Practicing Company Secretary, to act as the Secretarial Auditor as well as Annual Secretarial Compliance Auditor of the Company.

A detailed proposal for appointment of Secretarial auditor forms part of the Notice issued for convening this AGM.

d. Internal Auditors

Sumit Binani & Associates, Chartered Accountants and ARVS & Associates, Chartered Accountants, acted as Internal Auditors of the Company as required vide section 138 of the Companies Act, 2013, for the financial year 2024-25 and their reports were placed before the Audit Committee of the Board on quarterly basis.

The Board has appointed RSM Astute Consulting Private Limited, in place of Sumit Binani & Associates, Chartered Accountants, as Internal Auditors for ILS Hospitals, Dum Dum, ILS Hospitals, Salt Lake and ILS Hospitals, Raipur and reappointed ARVS & Associates, Chartered Accountants, as Internal Auditors for Head Office, ILS Hospitals, Howrah and ILS Hospitals, Agartala as required vide section 138 of the Companies Act, 2013, for the financial year 2025-26, as per the scope, functioning, periodicity and methodology for conducting the internal audit of the Company at a remuneration as per the engagement letters.

None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

34. DISCLOSURES

a. Whistle Blower Policy/ Vigil Mechanism

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Vigil Mechanism of the Company also incorporates a whistle blower policy in terms of the Listing Regulations. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Chairman of the Audit Committee. As confirmed by the Chairman of the Audit Committee, No whistle blower complaints has been received during the year under review. The Policy on vigil mechanism and whistle blower may be accessed on the Companys website at the link: https://ilshospitals.com/ share-holder-information/#CorporatePolicies

b. Particulars of Loans given, Investments made, Guarantees given and Securities provided

Details of investments made and/or loans or guarantees given and/or security provided, if any, are given in the notes to the financial statements which forms part of the Annual

Report and are within the limits as per the provisions of section 186 of the Companies Act, 2013.

c. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure-V hereto and forms a part of this Report.

d. Annual Return

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return in Form MGT-7 is available on Companies website and can be accessed at the link: https://ilshospitals.com/shareholder-information/#AnnualReturn

e. Prevention of Sexual Harassment at Workplace

The Company has zero tolerance towards sexual harassment at the workplace and to this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Policy) and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said Policy. The said policy can be accessed at the link: https://ilshospitals.com/share-holder-information/#CorporatePolicies An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment.

During the year under review, there were no complaints pertaining to sexual harassment has been received by the Company.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. The Company has also filed the Annual Report with the respective authorities.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

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

36. UNPAID/UNCLAIMED DIVIDEND AND SHARES

In accordance with the provisions of Section 124 and 125 of the Companies Act, 2013 (‘the Act) read the with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules), there are no dividends declared by the Company which is remained unclaimed for seven years as on March 31, 2025 which are due to be transferred to the Investor Education and Protection Fund (IEPF) and also therefore, no shares are required to be transferred to IEPF. However, the balance of unpaid dividend account as on March 31, 2025 is Rs. 1.50 Lakhs.

37. OTHER DISCLOSURES

a. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.

b. The Company does not have any scheme or provision of money for the purchase of its own shares by employees/Directors or by trustees for the benefit of employees/ Directors.

c. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

d. Since the Company does not have any subsidiary or associate company as on date of this report, no remuneration or commission has been received from any of its subsidiary/associate company by the Managing Director or the Whole-time Directors of the Company.

e. There were no frauds reported by auditors under subsection (12) of Section 143 other than those which are reportable to the Central Government.

f. Since the Company is a listed Company, the company has complied with the listing norms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and other applicable statutory provisions.

g. There was no revision in the financial statements.

h. Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i) the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

ii) the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

38. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the doctors, banks, government authorities, customers, vendors, business associates, stock exchanges, members and all other stakeholders during the year under review. Your Directors also acknowledge the support and co-operation from the Government of India, state governments, their agencies and other regulatory authorities.

Your Directors also appreciate the commendable efforts, teamwork and professionalism of the employees of the Company.

Your Directors is also deeply grateful to our investors and shareholders for the unwavering confidence and faith in us. Your Directors also takes this opportunity to thank the communities your Company operates in, who have reposed their trust in us. Your Directors appreciates and values the efforts and commitment of the Management headed by the Executive Directors who have all worked together as a team in achieving a commendable business performance despite a challenging business environment.

Your Directors wishes to place on record its deep appreciation of the Independent Directors and the Non-Executive Directors of the Company for their valuable contribution by way of strategic guidance which helps your Company to take the right decisions in progressing towards its business goals.

	For and on behalf of the Board of Directors
	GPT Healthcare Limited
Registered Office:	Dwarika Prasad Tantia
GPT Centre, JC-25, Sector-III	Executive Chairman
Salt Lake, Kolkata-700 106	DIN: 00001341
West Bengal, India	May 23, 2025