Gujarat Kidney & Super Speciality Ltd Directors Report

Dear Members,

The Board of Directors (Board) presents the annual report of Gujarat Kidney and Superspeciality Limited together with the audited Financial Statements [Standalone and Consolidated] for the year ended on March 31, 2026.

01. Financial Results

Particulars	Standalone 2025-26	Standalone 2024-25	Consolidated 2025-26	Consolidated 2024-25
Revenue from operations	4010.02	3516.70	8201.34	4024.21
Other income	49.45	11.41	91.24	15.49
Total income	4059.47	3528.11	8292.58	4039.70
Profit before tax	1254.70	1209.67	2121.82	1276.52
Tax expenses	264.56	298.77	442.28	326.58
Profit after tax for the year	990.14	910.90	1679.53	949.94
Equity Capital	1576.86	1136.87	1576.86	1136.87
Reserves	23069.00	1404.69	24345.31	1456.75
Borrowings	1296.20	208.90	1576.60	393.01
PPE	1580.01	1806.32	2696.72	1977.03
Cash and Cash Equivalents	4913.63	190.81	5629.84	280.61

02. Performance

Standalone revenue for the year increased by 14.03% to 4010.02 lacs from 3516.70 lacs in the previous year. Profit before tax (PBT) at 1254.70 lacs increased by 3.72% compared to that of the previous year.

Consolidated revenue for the year stands at 8201.34 lacs. During the Financial year under review, the Company has acquired stakes in Harmony Medicare Private Limited (100%), Parekhas Hospital Private Limited (100%), Patel Multispeciality Hospital and ICU (51% in partnership firm) and Patel Pharmacy (51% in partnership firm). All the entities are operating efficiently.

03. IPO and Utilisation of IPO Funds

During the year under review, the Company successfully completed its Initial Public Offering ("IPO") of its Equity Shares which closed on December 24, 2025, and the Equity Shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited on December 30, 2025.

The IPO comprised an Fresh Issue of 2,20,00,000 Equity Shares aggregating to 250.80 crore at an issue price of 114.

Utilisation of IPO Proceeds

The Objects of the issue and allocation of funds as mentioned in the prospectus, the amount utilised till March 31, 2026 and balance of unutilised funds as on March 31, 2026 is as follows:

Sl. No. Objects	Fund allotment as per Prospectus	Amount utilised till 31.03.2026	Amount unutilised till 31.03.2026
1 Proposed acquisition of Parekhas Hospital at Ahmedabad	77.00	77.00	0
2 Part-payment of purchase consideration for the already acquired "Ashwini Medical Centre"	12.40	12.40	0
3 Acquisition of additional shareholding in our subsidiary namely "Harmony Medicare Private Limited" at Bharuch	10.78	10.78	0
4 Funding of capital expenditure requirements of our Company towards setting up of a new hospital in Vadodara	30.10	4.95	25.14
5 Buying robotics equipment for our hospital Gujarat Kidney & Super Speciality hospital at Vadodara location	6.83	0	6.83
6 Full or part repayment and/or prepayment of certain outstanding secured borrowings availed by our Company	1.20	1.20	0
7 Funding inorganic growth through unidentified acquisitions and General Corporate Purposes	87.44	74.82	12.62
8 Issue Expenses	25.05	24.63	0.42

Vide postal ballot proposed by the Board in its meeting held on 19.03.2026, there was variation in the Objects of IPO which was approved by the shareholders on 25.04.2026. The Objects mentioned at Sl. No. 4 and 5 were variated as under without any changes in fund allocated -

4 Funding of capital expenditure requirements of our Company towards setting up of a new hospital in Vadodara

Sl. No.	Original Object	Variation
4	Funding of capital expenditure requirements of our Company towards setting up of a new hospital in Vadodara	Healthcare expansion aligned with the companys main IPO object, including development and operation of multispeciality hospital project in Bharuch through a newly incorporated private company
5	Buying robotics equipment for our hospital Gujarat Kidney & Super Speciality hospital at Vadodara location	Setting up and operating dialysis services through deployment of Dialysis machine and digital patient monitoring solution by way of collaborating with Lords Mark Industries Limited

The utilisation of the proceeds of the Fresh Issue is being monitored in accordance with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the terms of the Prospectus.

The Audit Committee has periodically reviewed the utilisation of the IPO proceeds and the management has confirmed that the proceeds have been utilised in accordance with the objects of the Issue/ Variation.

04. Energy conservation, technology absorption, foreign exchange earnings and outgo

Conservation of Energy

The Company is deeply committed to conserve energy in its operations, which leads to optimised energy utilisation and reduction of emission of greenhouse gases. The Company endeavours to ensure environmental sustainability and integrates eco-conscious practices across its operations. The Company is mindful about environment protection and energy conservation and strives to evolve new technologies to see to that, the infrastructure is more energy efficient. The Company does internal campaigns to promote energy conscious behaviour among the employees. Additionally, the Company has made a conscious shift to LED lights across all its facilities against the traditional lights to reduce the electricity consumption. These LED lights also generate lesser heat resulting in faster cooling at lower electricity consumption.

Technology Absorption

The Company has been a front runner in adopting latest technology. The infrastructure is regularly upgraded to ensure scalability and round the clock availability in all circumstances. Right from migrating critical applications to the cloud and ensuring adequate business continuity, the Company has used technology to improve the work experience of the resources and ensure efficient delivery to the patients. The Company is exploring new technologies and improving the existing technologies applicable to the healthcare business.

Foreign Exchange earnings and outgo

Particulars	2025-26
Earnings in foreign exchange	Nil
Foreign exchange outflow	Nil

05. Internal financial controls

The internal financial controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Financial Statements. These include policies and procedures that:

a) pertain to the maintenance of records, which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company,
b) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of the Financial Statements in accordance with Generally Accepted Accounting Principles and that receipts and expenditures are being made only in accordance with the authorisations of the Management and Directors of the Company,
c) provide reasonable assurance regarding the prevention or timely detection of unauthorised acquisition, use or disposition of the assets that can have a material effect on the Financial Statements. A reputed international consultancy firm has reviewed the adequacy of the internal financial controls concerning the Financial Statements.

The Management assessed the effectiveness of the internal financial controls over financial reporting as at March 31, 2026 and the Board believes that the controls are adequate.

06. Fixed deposits

The Company did not accept any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as at March 31, 2026.

07. Loans, guarantees, investments and security

Loans, guarantees and investments covered under section 186 of the Companies Act, 2013, form part of the Notes to the Financial Statements provided in this Annual Report.

08. Subsidiary, joint venture and associate companies / entities and joint operation

Details of subsidiary, joint venture and associate companies / entities and joint operation are given as under -

Name and Address of the Company	CIN	% of equity shares held	Holding/ Subsidiary/ Associate
Harmony Medicare Private Limited 1st Floor, Adarsh Market Station Road, Panchbatti, Bharuch, Gujarat-392001	U85195GJ2009PTC0573278	100%	Wholly Owned Subsidiary
Raj Palmland Hospital Private Limited C/O Yasin Yusuf Tailor, C O Hotel Palmland, Falshruti Nagar, Bharuch, Gujarat - 392001	U85110GJ2019PTC108819	51%	Subsidiary
Parekhs Hospital Private Limited Parekhs Hospital, Shyamal Cross Roads, Nr Jivraj Over Bridge, 132 Feet Ring Road, Satellite, Vejalpur, Ahmedabad 380051	U85110GJ2006PTC047505	100%	Wholly Owned Subsidiary
Patel Pharmacy Ground Floor, Plot No. 31-F, Yashika Tower, Opp ITI College, Station Road, Ankleshwar, Dist Bharuch, Gujarat	Not Applicable	51%	Subsidiary Firm
Patel Multispeciality Hospital and ICU Opp ITI College, Station Road, Ankleshwar, Dist. Bharuch, Gujarat	Not Applicable	51%	Subsidiary Firm
Gujarat Surgical Hospital 3, City Park Society, New Sama Rd, Sahkar Nagar 4, Near Chanakyapuri, New Sama, Vadodara, Gujarat 390008	Not Applicable	90%	Subsidiary Firm
Surya Hospital and ICU Center Shan Aroma Complex, opposite SURYA MANDIR, Ishvar Krupa Society, Borsad, Gujarat - 388540	Not Applicable	90%	Subsidiary Firm

Harmony Medicare Private Limited, Raj Palmland Hospital Private Limited and Parekhs Hospital Private Limited are Material Subsidiary within the meaning of Material Subsidiary as defined under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") as amended from time to time.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the Financial Statements of the Companys Subsidiaries and Associates in Form AOC-1, that forms part of this Report is attached as Annexure A.

Pursuant to Section 129 of the Companies Act, 2013, the Consolidated Financial Statements of the Company, prepared in accordance with the relevant Accounting Standards specified under Section 133 of the Companies Act, 2013 read with the Rules made thereunder, forms part of this Annual Report.

09. Material Changes and Commitments Affecting Financial Position

The Company has entered into Share Purchase Agreement with Blue Tree Clinics LLC, Dubai, UAE on 08.07.2026 to acquire 51% of its paid up capital.

10. Related party transactions

All the transactions entered into with related parties were in the ordinary course of business and on an arms length basis. All such contracts or arrangements were entered into with prior approval of Audit Committee. No material contract or arrangement with related parties was entered into during the year under review. Therefore, there is no requirement to report any transaction in Form No. AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the financial statements forming part of this Report.

11. Corporate social responsibility (CSR)

The Company has formed a CSR Committee, policy and Annual plan for the Financial year 2026-27. The same can be viewed on the website of the Company https://manage.gujaratsuperspecialityhospital.com/uploads/PolicyImages/178334071265 6_CSR%20Annual%20Action%20Plan%2026- 27

The Company was required to spend 9,35,533/- towards CSR activities. Out of this sum, 578273 was spent for provision of food and educational supplies to students of Government school located at Village Tunda, Dist. Dahod, and the balance 2,96,000/- was deposited in PMCARE fund. The Report on CSR activities as required under the Companies [Corporate Social Responsibility] Rules, 2014, as amended from time to time, is annexed as "Annexure - B" forming part of this Report.

12. Extract of Annual return

Pursuant to Section 92[3] read with Section 134[3][a] of the Act, the Annual Return is available on the website of the Company on website of the Company - www.gujaratsuperspecialityhospital.com.

13. Auditors

Statutory Auditors

Y M Shah & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company at the 6th Annual General Meeting (AGM) held on 30/09/2025 until the conclusion of the AGM to be held in 2029.

The Auditors Report for the financial year ended on March 31, 2026, does not contain any qualification, reservation or adverse remark. The report is enclosed with the Financial Statements in this annual report.

Internal Auditors

Your Company has re-appointed Siddharth Shah, Chartered Accountants, Vadodara as Internal Auditors of the Company to carry out the internal audit of various operational areas of the Company for the financial year 2026-27.

Secretarial Auditors

The Board has proposed to appoint SPANJ & Associates, Company Secretaries, as the Secretarial Auditors of the Company for 5 years commencing from 2026-27 till 2030-31 in Board Meeting held on 28th May 2026.

The Secretarial Audit Report for the financial year ended on March 31, 2026 is given by CS Dharmendra Bhaliya, attached as "Annexure C."

14. Directors responsibility statement

a) In the preparation of the annual accounts for the financial year that ended on March 31, 2026, the applicable accounting standards have been followed and there are no material departures.
b) The accounting policies were selected and applied consistently and judgements and estimates thus made were reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.
c) Proper and sufficient care was taken 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) The attached annual accounts for the year ended on March 31, 2026, were prepared on a going concern basis.
e) Adequate internal financial controls to be followed by the Company were laid down and they were adequate and operating effectively.
f) Proper systems were devised to ensure compliance with the provisions of all applicable laws and the same were adequate and operating effectively.

s15. Directors

Reappointment Appointment

a) Reappointment:

In terms of Section 152 of the Act and the Articles of Association of the Company, Mrs Anita Bhardpoda, DIN: 08644747 retires by rotation and being eligible, offers himself for reappointment at the ensuing AGM.

b) Appointment:

Mr Paresh Dhoti and Mrs Disha Bhardpoda are proposed by the Board of Directors to be appointed as Independent Director for a period of five consecutive years effective August 14, 2026 and August 24, 2026 respectively, subject to approval of shareholders at the ensuing Annual General Meeting.

Policy on appointment and remuneration

The policy is displayed on the website of the Company at www.gujaratsuperspecialityhospital.com

Declaration by Independent Directors

The Company has received the necessary declarations/confirmations from each Independent Director under Section 149(6) and 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that they meet the criteria of independence laid down thereunder. The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended, relating to inclusion of their name in the data bank of Independent Directors.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of Board Committees viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee. The details of Board evaluation process have been provided under the Corporate Governance Report.

16. Nomination & Remuneration Policy

The Companys policy for appointment of Directors, Key Management Personnel and Senior Management employees and their remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at www.gujaratsuperspecialityhospital.com. The details of Nomination & Remuneration Policy form part of the Corporate Governance Report of this Annual Report.

17. Familiarisation programs for the Independent Directors

The Company has familiarisation programs for its Independent Directors. It comprises, amongst others, presentations by and discussions with the Senior Management about its subsidiaries and associate entities, its vision and strategy, its organisational structure and relevant regulatory changes. Details of the familiarisation programmes are also available at www.gujaratsuperspecialityhospital.com.

18. Number of Meetings of the Board and its committees

During the year under review, 18 (Eighteen) meetings of the Board of Directors of the Company were convened and held. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Regulations The detailed information on the meeting of the Board and its various Committee Meetings are included in the Corporate Governance Report forming part of this report. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Committees of the Board

The Company has constituted various Committees of the Board as required under the Act and the SEBI Listing Regulations. For details like composition, number of meetings held, attendance of members, etc. of such Committees, please refer to the Corporate Governance Report which forms a part of this Annual Report.

19. Appointments and cessations of the Key Managerial Personnel

Company Secretary

During the financial year under review, Mrs Nikki Tiwari resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. March 27, 2026 and Mrs Vishakha Phadke joined as Company Secretary and Compliance Officer w.e.f. 27.04.2026.

20. Share Capital

During the year under review, the company has issued 2,20,00,000 equity shares of ?2 each pursuant to an Initial Public Offer (IPO), on December 24, 2025. The equity share of ?2 was issued at a premium of ?112 per share. The issue size was of ?25080 Lacs.

The paid-up Equity Share Capital of your Company as on March 31, 2026 stood at ?1576.86 Lacs comprising of 7,88,42,866 equity shares of ?2/- each. The Company has not issued shares with differential voting rights/Bonus Shares nor has granted stock options/sweat equity and has not bought back any of its securities during the year under review.

21. Corporate Governance Report

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A report on Corporate Governance together with the certificate of the statutory auditors confirming compliance with the conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as a part of this report as Annexure - D.

22. MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis is enclosed as a part of this report as Annexure - E.

23. Secretarial Standards

The Company has Compiled with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

24. Reporting of Fraud

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

25. Audit Committee

During the year, the Board has accepted all recommendations of Audit Committee and accordingly no disclosure is required to be made in respect of non-acceptance of the recommendation of the Audit Committee by the Board. The composition of Audit Committee and other details are given in the Corporate Governance Report.

26. Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

27. Risk Management Policy

The Company has a Risk Management Policy to ensure appropriate risk management within its systems and culture. The Board of Directors and the Audit Committee of the Company periodically review the Risk Management Policy of the Company. The provisions of Regulation 21 of SEBI (LODR) Regulations, 2015 relating to Risk Management Committee are not applicable to the Company.

28. Internal control systems and their adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the audit activity is broadly guided by the annual audit plan approved by the top management and audit committee. The Internal Auditors routinely test these systems and significant audit observations, if any, and follow up actions thereon are reported to the Audit Committee.

The Company has in place adequate internal financial controls with reference to financial statements.

29. Particulars of employees and related disclosures

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Amendments Rules, 2016, as amended from time to time, in respect of Directors / employees of the Company is set out in "Annexure- F" to this report.

30. Significant and material orders passed by the regulators or courts

There has been no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Companys future operations. However, Members attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.

Date of Order	Legislation	Authority	Fine/Penalty/Action
24/09/2025	Section 42(9), Companies Act, 2013	RoC, Gujarat	?12,80,000
06/02/2026	Section 131, Companies Act, 2013 (Voluntary Petition)	NCLT	No Penalty. Company filed revised Financials
17/03/2026	Regulation 33, SEBI (LODR)	BSE & NSE	?330400 each from BSE and NSE
20/04/2026	Regulation 29, SEBI (LODR)	BSE & NSE	?10000 each from BSE and NSE

31. Cost Records

The Company is required to maintain cost records as specified under section 148 (1) of the Companies Act, 2013 read with the applicable rules made thereunder. Accordingly, the Company has duly maintained the prescribed cost records for the financial year under review. However, the provisions relating to cost audit are not applicable to the Company for the financial year under review.

32. Unpaid or unclaimed dividend

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to IEPF.

These provisions are not applicable to the Company during the period under review.

33. Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has in place an Anti-Sexual Harassment Policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the year under review, the Company has not received any complaint on sexual harassment. Hence, no complaint was disposed off and/or remains pending for more than 90 days as of March 31, 2026.

34. Other Disclosures

There was no change in the nature of business of the Company as stipulated under sub-rule 5(ii) of Rule 8 of Companies (Accounts) Rules, 2014. There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review. There was no instance of one-time settlement with any Bank or Financial Institution. Regulation 34(2)(f) of SEBI LODR, 2015 regarding Business Responsibility and Sustainability Report is not applicable to the Company. As required under the Companies (Accounts) Second Amendment Rules, 2025, the Board confirms that during the year under review, the Company has complied with all provisions of the Maternity Benefit Act, 1961.

Appreciation

Your Directors thank the Banks, Central and State Government Authorities, Shareholders, Customers, Suppliers and other business associates for their co-operation and support to the Company. The Directors express their sincere appreciation for the dedication and commitment of all their employees.

For and on behalf of the Board of Directors

Sd/-

Pragnesh Bharpoda

Managing Director

DIN:01033141

Place : Vadodara

Date : August 24, 2026