iifl-logo

Health X Platform Ltd Directors Report

Add as a Preferred Source on Google
₹275.4
(2.19%)
Oct 27, 2026|03:51:30 PM

Health X Platform Ltd Share Price directors Report

Dear Members,

Your Directors are pleased to present the Thirty-seventh (37th) Annual Report together with Audited Annual Financial Statements (including Audited Consolidated Financial Statements) of the Company for the Financial Year ended 31st March, 2026.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

Particulars Standalone Consolidated
FY 2025-26 FY 2024-25 FY 2025-26 FY 2024-25
Total Revenue 37.59 40.40 1,31,926.59 1,11,095.46
Profit/(Loss) before Interest, Depreciation & Tax (79.97) (60.37) 615.40 381.41
Less: Finance Cost 5.52 1.19 78.17 21.72
Less: Depreciation and Amortisation Expenses 9.63 9.81 660.29 582.88
Profit/(Loss) before share of profit/(loss) of an associate; exceptional items and tax (95.12) (71.37) (123.06) (223.19)
Share of Profit/ (Loss) on Associates accounted for using equity method - - - (1,080.40)
Profit/ (Loss) Before Exceptional Item and Tax (95.12) (71.37) (123.06) (1,303.59)
Exceptional Items - - (112.70)
Profit /(Loss) before Tax (95.12) (71.37) (235.76) (20,366.50)
Less: Tax Expenses
- Current Tax - - 75.43 940.65
- Deferred tax expense/ (credit) - - (171.69) (7,425.31)
- Income Tax of earlier years - - 5.23 (527.54)
Profit/(Loss) after Tax (95.12) (71.37) (144.73) (13,354.30)
Other Comprehensive Income/ (Loss)
A (i) Items that will not be reclassified subsequently to profit or loss
(a) Remeasurement gain/loss on defined benefit plans 0.74 (1.61) 190.09 (69.10)
(b) Share of Other Comprehensive Income in Associate Company - - - 1.92
(ii) Income tax relating to items that will not be reclassified to profit or loss
(a) Remeasurement gain/loss on defined benefit plans - - (42.54) 22.86
(b) Share of Other Comprehensive Income in Associate Company - - - (0.48)
B (i) Items that will be reclassified subsequently to profit or loss
(a) Fair value changes on debt instrument through OCI - - - -
(b) Share of Other Comprehensive Income in Associate Company - - 94.70 -
(ii) Income tax relating to items that will be reclassified to profit or loss - - (23.84) -
Total Other Comprehensive Income/ (Loss) 0.74 (1.61) 218.41 (44.80)
Total Comprehensive Income/ (Loss) (94.38) (72.98) 73.68 (13,399.10)
Profit/ (Loss) for the year attributable to
Owner of the company (95.12) (71.37) 117.59 (9,116.71)
Non-controlling Interests - - (262.32) (4,237.59)
Total Comprehensive income/ (Loss) for the year attributable to
Owner of the company (94.38) (72.98) 285.43 (9,149.52)
Non-controlling Interests - - (211.75) (4,249.58)

CONSOLIDATED FINANCIAL STATEMENTS

As required under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 [hereinafter referred to as SEBI (LODR) Reg, 2015] and in accordance with the Indian Accounting Standard notified under the Companies (Indian Accounting Standards) Rules, 2015, Consolidated Financial Statements of the Company and its subsidiaries form part of the Annual Report and are reflected in the consolidated financial statements of the Company. These statements have been prepared on the basis of audited financial statements received from the subsidiary companies as approved by their respective Boards.

DIVIDEND

The Board of Directors do not recommend any dividend for the financial year 2025-26.

In accordance with Regulation 43A of SEBI (LODR) Regulations, 2015, your company has adopted the Dividend Distribution Policy with effect from June 22, 2021. The Policy lays down various parameters to be considered by the Board before the declaration/recommendation of a dividend to the members of the Company. The Dividend Distribution Policy is available on the website of the Company at https://healthxplatform.com/Pdf/Dividend_Distribution_Policy.pdf

TRANSFER TO RESERVE

The Company has not transferred any amount to the General Reserve Account during the financial year ended 31st March, 2026.

CHANGE OF NAME OF THE COMPANY

During the year under review, pursuant to approval from the Registrar of Companies, the Ministry of Corporate Affairs, and in-principle approvals from BSE Limited and National Stock Exchange of India Limited, the Companys name was changed from Sastasundar Ventures Limited to Health X Platform Limited with effect from 20th February, 2026, and equity shares of the Company commenced trading under the new name and the trading symbol HEALTHX with effect from 30th April, 2026.

CHANGE OF WEBSITE OF THE COMPANY, PURSUANT TO CHANGE OF NAME:

In pursuance of the provisions of Regulation 30, 46 and other applicable regulations, if any, of the SEBI (LODR) Regulations, 2015 and change in Name of the Company the website of the Company has been changed from www.sastasundarventures. com to www.healthxplatform.com. The disclosure to stock exchanges in this regard was done on 2nd June, 2026.

STATE OF COMPANYS AFFAIRS & OPERATIONS

During the financial year under review, your Company made significant progress on advancing its strategies. The Company is committed to building a long-term business that offers a data-driven, digital supply chain for pharmaceuticals, diagnostics, and wellness in India, catering to both B2B and B2C spaces through Sastasundar App, B2C platform for Pharmacy, Wellness and Diagnostic.

Our B2B platform, namely, Retailer Shakti is performing well and working as per plans. Further, the management is actively working to understand and implement other strategies to enhance the growth of the Company.

During the year under review, the Company rolled-out its private-label range under the JITO Health initiative. JITO Health is dedicated to providing high-quality alternative medicines that offer the same effectiveness as branded alternatives, but at a fraction of the cost.

The Company through its subsidiary, Genu Path Labs Limited is operating diagnostic business dealing with pathological investigation services with focus on Eastern India initially for its diagnostic vertical.

On a standalone basis, the revenue of your Company is Rs. 37.59 Lakhs as against Rs 40.40 Lakhs during the previous year. EBIDTA for the current year is Rs. (79.97) Lakhs as compared to EBIDTA of Rs (60.37) Lakhs during the previous financial year. The net loss for the year under review is Rs. (95.12) Lakhs as against loss of Rs (71.37) Lakhs in the previous year.

On a consolidated basis, the revenue of your Company stood at Rs. 1,31,926.59 Lakhs as against Rs 1,11,095.46 Lakhs during the previous year. The EBIDTA for the current year is Rs. 615.40 Lakhs as compared to EBIDTA of Rs. 381.41 Lakhs during the previous financial year. The net loss for the year under review is Rs (144.73) Lakhs as against net loss of Rs (13,354.30) Lakhs in the previous year.

COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION:

During the financial year under review, the Board of Directors, at its meeting held on February 26, 2026, accorded its in-principle approval for the proposed corporate restructuring of the Company, envisaging the amalgamation of Sastasundar Healthbuddy Limited, material subsidiary company into Health X Platform Limited, under a court-sanctioned scheme of arrangement (Restructuring).

Subsequently, the board of directors of the Company at its meeting held on 10th June, 2026, based on the recommendations of the Committee of Independent Directors and the Audit Committee has approved the Composite Scheme of Arrangement and Amalgamation amongst Health X Platform Limited (Health X or Demerged Company or Transferee Company or Company), Microsec Resources Private Limited (MRPL or Resulting Company or Amalgamated Company), Innogrow Technologies Limited (ITL or Amalgamating Company) and Sastasundar Healthbuddy Limited (SHBL or Transferor Company) (collectively referred to as Companies) and their respective shareholders and creditors pursuant to Section 230 to 232 read with other applicable provisions of the Companies Act, 2013 and the rules framed thereunder (Scheme). The proposed Scheme entails the following:

- Demerger, transfer and vesting of the Demerged Undertaking of Health X Platform Limited into Microsec Resources Private Limited;

- Amalgamation of Innogrow Technologies Limited with and into Microsec Resources Private Limited; and

- Amalgamation of Sastasundar Healthbuddy Limited with and into Health X Platform Limited.

The Scheme is intended to restructure the aforesaid Companies and consolidate their business in a manner which is expected to enable better realization of potential of their business, yield beneficial results and enhanced value creation for the said Companies, their respective shareholders and stakeholders. The Composite Scheme of Arrangement and Amalgamation between the Companies will inter alia have the following benefits:

Purpose and Rationale for the Demerger of the Demerged Undertaking from Health X into MRPL

The Demerged Company is a multi-business corporate engaged in the business of providing healthcare and financial services which is carried on by the Demerged Company directly and through its subsidiaries. This Scheme is in the best interests of the Companies and their respective shareholders, employees, creditors and other stakeholders on account of following benefits: (a) Demerger shall lead to creation of a separate, distinct and focused entity housing the Financial Services Business, leading to greater operational efficiencies and enabling value unlocking of Financial Services Business within the Resulting Company and of the other division in the Demerged Company and giving option of investment to public shareholders into respective businesses and enable their independent value discovery; (b) Segregating the businesses would enable independent business opportunities, attracting different sets of strategic partners and other stakeholders and would bring about greater internal control over business processes / ease in decision making; (c) Independent group structure for each of the business segments of the group will ensure required depth and focus on each of the segments and adoption of strategies necessary for the growth of the respective segments. The structure shall provide independence to the management in decisions regarding the use of their respective cash flows for dividends or capital expenditure in their respective businesses;

(d) Cost savings are expected to flow from more focused operational efforts, rationalization, standardization and simplification of business processes, productivity improvements, and the elimination of duplication, and optimum rationalization of administrative expenses and utilization of human resources.

Purpose and Rationale for the Amalgamation of Innogrow with and into MRPL

The Scheme is intended to restructure these Companies and consolidate their businesses in a manner which is expected to enable better realization of potential of their businesses, yield beneficial results and enhanced value creation for the said Companies, their respective shareholders and stakeholders. This Scheme is in the best interest of the said Companies and their respective shareholders, employees, creditors and other stakeholders on account of following benefits: (a) The business of the Amalgamating Company and the Amalgamated Company can be combined / adjusted and carried forward conveniently with combined strength and would result in consolidation of the Companies, streamlining the corporate structure and pooling of their resources into a single entity.

(b) Consolidation of the businesses of the Amalgamating Company and the Amalgamated Company, to achieve optimal and efficient utilization of capital, resulting in lesser overheads including administrative, managerial, and other expenditure, optimal utilization of resources, and provide a common governance structure.

(c) Unification and streamlining of legal and regulatory compliances currently required to be carried out by both the Amalgamating Company and the Amalgamated Company.

Purpose and Rationale for the Amalgamation of SHBL with and into Health X

SHBL is engaged in the business of trading and distribution of medicine and other pharmaceutical products to various retailers. SHBL, through its subsidiary, also operates an e-commerce platform for sale of medicines, other pharmaceuticals products and diagnostics. The aforesaid healthcare business of SHBL has been nurtured over a period of time. This Scheme is in the best interest of the Companies and their respective shareholders, employees, creditors and other stakeholders on account of following benefits: (a) As the primary operational entity in the Healthcare Services segment, the amalgamation of the Transferor Company with the Transferee Company will consolidate resources into a single entity and maximize overall shareholder value.

(b) Consolidation of the businesses of the Transferor Company and the Transferee Company, for creation of a larger unified entity and to achieve optimal and efficient utilization of capital, resulting in lesser overheads including administrative, managerial, and other expenditure, optimal utilization of resources, and provide a common governance structure. (c) Pooling of knowledge and expertise of both the Companies and align with the business plans to meet long-term objectives and enhance operational and management efficiencies.

(d) Unification and streamlining of legal and regulatory compliances currently required to be carried out by both the Transferor Company and the Transferee Company.

(e) The amalgamation of the Transferor Company with the Transferee Company will result in the creation of a unified healthcare entity, enabling streamlined management, focused investment decisions, and optimal utilization of cash flows for dividends or capital expenditure in the consolidated healthcare business.

The aforesaid scheme is subject to necessary approvals from the BSE Limited and the National Stock Exchange of India (collectively referred to as the Stock Exchanges), Securities Exchange Board of India (SEBI), jurisdictional National Company Law Tribunal (NCLT), Reserve Bank of India (RBI), and the shareholders and creditors (as applicable) of the companies involved in the Scheme.

DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

The paid-up Equity share capital of the Company as at 31st March, 2026, stood at Rs. 31.81 crores, divided into 31810500 equity shares of face value of Rs. 10 each. There has been no change in the Authorised and Paid-up Share Capital of the Company during the year under review. A) Issue of equity shares with differential rights: The Company did not issue equity shares with differential voting rights during the financial year 2025-26.

B) Issue of sweat equity shares: The Company did not issue sweat equity shares during the financial year 2025-26. C) Issue of employee stock options: The Company did not issue stock options during the financial year 2025-26.

D) Provision of money by the Company for purchase of its own shares by employees or by trustees for the benefit of employees: The Company does not have a scheme for the purchase of its own shares by employees or by trustees for the benefit of employees.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the financial year ended 31st March, 2026. However, the Company has made amendment to main object clause of Memorandum of Association as mentioned below.

AMENDMENTS IN MAIN OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION:

During the year under review, the Board of Directors of the Company at its meeting held on 7th January, 2026 considered to expand the scope of the Main Objects of the Company to include activities relating to allied healthcare activities, which was passed by the Members as Special Resolution through Postal Ballot, the results of which were announced on February 13, 2026.

The insertion of additional object in main object clause of the Memorandum of Association (MOA) was intended to reflect the term health as part of its changed Name. The alteration is by way of addition of the further main object No. 7 and 8, after the existing object No. 6 to Clause 3(A) of the MOA does not result in deletion, substitution or modification of any of the existing main objects of the Company, which is given below: 7. To carry on the business of healthcare, beauty care, personal care, pharmaceuticals, wellness, diagnostics, and food, including manufacturing, processing, marketing, trading, distribution, and providing related services, either directly or through subsidiaries.

8. To design, develop, own, operate, manage, and maintain digital platforms and e-commerce services, including marketplace operations, trading, order fulfilment, warehousing, logistics, data management, analytics, consumer engagement, digital marketing, promotion, and all incidental and ancillary activities, whether on its own or through subsidiaries. The alteration in the object clause is in consonance with the Companys long-term business strategy and is not expected to have any adverse impact on the existing business operations of the Company. The alteration does not change the nature of the Companys existing business but enables it to undertake additional activities in the healthcare and pharmaceutical domain by its own and/ or through subsidiary companies.

LOANS, GUARANTEES, AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No. 5 to the Financial Statements.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relates and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN THE FUTURE

There were no significant and material orders passed by the Regulators or Courts, or Tribunals during the year impacting the going concern status and the operations of the Company in the future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Companys Internal Control Systems are commensurate with the nature, size, and complexity of its business and ensure proper safeguarding of assets, maintaining proper accounting records, and providing reliable financial information.

The Audit Committee have laid down internal financial controls to be followed by the Company and such policies and procedures have been adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to 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.

An external independent firm carries out the internal audit of the Company operations and reports to the Audit Committee on a regular basis. Internal Audit provides assurance on the functioning and quality of internal controls, along with adequacy and effectiveness through periodic reporting.

SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES:

As on March 31, 2026 the Company has eight subsidiaries (both direct and step down).

During the financial year, the transaction for sale of entire stake of Sastasundar Healthbuddy Limited held in Happymate Foods Limited, its subsidiary was completed on 30th May 2025, pursuant to which Happymate Foods Limited ceased to be wholly owned subsidiary of Sastasundar Healthbuddy Limited and a step-down subsidiary of the Company. The disclosure in this regard has been submitted with Stock Exchange on 31st May, 2025.

During the financial year, Genu Path Labs Limited (GPL), step-down subsidiary of the Company and wholly owned subsidiary of Sastasundar Healthbuddy Limited, filed the scheme of reduction of share capital with the Honble National Company Law Tribunal, Kolkata Bench (NCLT) in accordance with Section 66 read with Section 52 of the Companies Act, 2013; and National Company Law Tribunal (Procedure for reduction of Share Capital of Company) Rules, 2016 and other applicable provisions of the Act, which has been sanctioned by NCLT vide order dated 12th February, 2026. The disclosure in this regard has been submitted with Stock Exchange on 13th February, 2026.

During the financial year, Sastasundar Healthbuddy Limited (SHBL), subsidiary of the Company placed buy-back proposal of its Equity Shares not exceeding 20,27,534 fully paid-up equity shares, representing 8.55% of the total number of shares in the paid up equity share capital of SHBL of Rs. 10/- each, at a price of around Rs. 493.21/- per share aggregating to a consideration not exceeding Rs. 1,00,00,00,044/- (Rupees One Hundred Crore and Forty Four Only). Pursuant to the said Buy Back offer, SHBL has accepted the aforesaid equity shares tendered by Mitsubishi Corporation, Japan. The Company has not participated in the said Buy Back offer and consequently, the Companys shareholding in SHBL has increased from 72.14% to 78.89% and Mitsubishi shareholding decreased from 12.83% to 4.68%. The disclosure in this regard has been submitted with Stock Exchange on 11th November, 2025.

During the financial year, the Board of Directors of the Company at its meeting held on 27th February, 2026 have approved the execution of a Tripartite Agreement by the Company with Sastasundar Healthbuddy Limited, its material subsidiary, and Envision India Fund (Envision), a qualified institutional buyer. The Tripartite Agreement was executed pursuant to a share purchase agreement dated 25th February, 2026 (SPA), entered into between Envision, SHBL and Mitsubishi Corporation, Japan (Mitsubishi), whereby Envision has agreed to acquire the entire shareholding of Mitsubishi in SHBL.

During the financial year, the transaction for the sale of the entire stake held by Mitsubishi Corporation (Japan) in Sastasundar Healthbuddy Limited (SHBL), subsidiary representing 4.68% of the paid up share capital of SHBL to Envision India Fund (Mauritius), a Qualified Institutional Buyer (QIB), was completed on 12th May, 2026, which was noted at the board meeting of SHBL on 15th May, 2026. Consequently, Mitsubishi Corporation (Japan) ceased to be a shareholder of SHBL and Envision India Fund (Mauritius) became a shareholder of SHBL. The disclosure in this regard has been submitted with Stock Exchange on 15th May, 2026. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiaries form part of the Annual Report. Further, a statement containing the salient features of the financial statements of each of the subsidiaries in the prescribed format Form AOC-1, forms part of the Annual Report. The annual accounts of the subsidiary companies will be made available to the shareholders on request and will also be kept for inspection by the shareholders at the registered office of your Company.

Further, as per section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company, are available at our website at www.healthxplatform.com.

A Policy has been formulated for determining the Material Subsidiaries of the Company pursuant to Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [hereinafter referred to as SEBI (LODR) Reg, 2015]. The said Policy has been posted on the Companys website at https://healthxplatform.com/Pdf/SVL_ Policy for Determination of Material Subsidiary. pdf As per the provisions of Regulation 16(1)(c) of the SEBI (LODR) Regulations, 2015, the Company has one material unlisted subsidiary, i.e., Sasta sundar Health buddy Limited.

The Company does not have any Joint Venture Company and Associate Company.

BOARD OF DIRECTORS:

a) Directors and Key Managerial Personnel

As per the provision of the Companies Act, 2013, Mrs. Abha Mittal (DIN: 00519777) retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. Your Directors recommended the re¬-appointment of Mrs. Abha Mittal as Director.

During the year under review, the Board of Directors of the Company on 30th May, 2025 on the recommendation of the Nomination and Remuneration Committee, re-appointed Mrs. Rupanjana De (DIN - 01560140) to hold office for a second term of five consecutive years i.e. from 15th September, 2025, subject to the approval of the shareholders of the Company. The members of the Company through Postal Ballot, accorded approval for re-appointment of Mrs. Rupanjana De (DIN - 01560140) to hold office for a second term of five consecutive years i.e. from 15th September, 2025 to 14th September, 2030. The result of postal ballot was announced on 19th August, 2025.

None of the Directors of the Company are disqualified for being appointed as a Director, as specified in section 164(2) of the Companies Act, 2013, and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

The details of the Director being recommended for reappointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking your approval to the re-appointment of Director are also included in the Notice.

Pursuant to Section 203 of the Companies Act, the Key Managerial Personnel of the Company are Mr. Banwari Lal Mittal, Managing Director, Mr. Lokesh Agarwal, Chief Financial Officer, and Mr. Pratap Singh, Company Secretary. None of the Director of the Company receives any commission from the Company. Mr. Banwari Lal Mittal, Managing Director of the Company is also the Managing Director and CEO of Sastasundar Healthbuddy Limited (SHBL), the subsidiary company and receives remuneration from SHBL. During the FY 2025-26, the remuneration of Rs 191.84 Lacs has been paid to Mr. Banwari Lal Mittal from SHBL. Mr. Lokesh Agarwal, Chief Financial Officer (CFO) of the Company is also the CFO of the subsidiary company, SHBL and receives remuneration from SHBL. b) Declaration by the Independent Director(s)

All the Independent Directors have furnished the requisite declarations that they meet the independence criteria as laid down under section 149(6) of the Companies Act, 2013 read with the rules made thereunder and Regulation 16(1) (b) of the SEBI (LODR) Reg, 2015. Further, the Board of Directors has taken on record the declaration and confirmation submitted by the Independent Director under regulation 25(8) after assessing its veracity. The Independent Directors have also submitted a declaration confirming that they have registered their names in the databank of Independent Directors as being maintained by the Indian Institute of Corporate Affairs (IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors have complied with the code for Independent Director as prescribed under Schedule IV of the Companies Act, 2013.

c) Familiarization Programme undertaken for Independent Director

In terms of Regulation 25(7) of the SEBI (LODR) Reg, 2015, your Company is required to conduct Familiarisation Programme for Independent Directors to familiarise the mabout your Company, including the nature of Industry in which your company operates, business model, responsibilities of the Independent Directors, etc. Further, pursuant to Regulation 46 of the SEBI (LODR) Reg, 2015, your Company is required to disseminate on its website, details of familiarization programmes imparted to the IDs, including the details of the same. During the year, the Company has organised one familiarisation Programme of the Independent Directors. The details of the familiarisation programme of Independent Directors are provided in the Corporate Governance Report. The link to the details of familiarization programmes imparted to the Independent Directors is https://healthxplatform.com/Pdf/FamiliarizationProgrammeforIndependentDirector.pdf d) Board Evaluation

The Nomination and Remuneration Committee of the Company has formulated and laid down criteria for Performance evaluation of the Board (including Committees) and every director (including Independent Directors) pursuant to the provisions of Section 134, Section 149 read with the code of Independent Director (Schedule IV) and Section 178 of the Companies Act, 2013 read with Rules framed thereunder and Regulation 19(4) read with Part D of Schedule II of SEBI (LODR) Reg, 2015.

For annual evaluation of the Board as a whole, its Committee(s) and Individual Directors, including the Chairman of the Board, the Company has formulated a questionnaire to assist in the evaluation of the performance. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

During the year under review, the Independent Directors of the Company reviewed the performance of Non-independent Directors, the board as a whole, and the chairperson of the Company, taking into account the views of executive and non-executive directors. e) Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committee, adopted the Remuneration Policy, which inter alia includes policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management Personnel and their remuneration. The remuneration policy of the Company aims to attract, retain, and motivate qualified people at the Executive and at the Board levels. The remuneration policy seeks to employ people who not only fulfill the eligibility criteria but also have the attributes needed to fit into the corporate culture of the Company. The salient features of the Policy have been disclosed in the Corporate Governance Report, which forms part of this Annual Report. The said policy is available at the weblink: https://healthxplatform.com/Pdf/SVL_Remuneration_policy. pdf

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE a) Board of Directors

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other Board business. However, in case of special and urgent business need, the Boards approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting. During the year under review, seven Board Meetings were convened and held on 30th May, 2025, 12th August, 2025, 13th November, 2025, 7th January, 2026, 6th February, 2026, 26th February, 2026 and 27th February, 2026; the details of which are given in the Corporate Governance Report. The meetings were held in compliance with the various provisions of the Act/ SEBI (LODR) Reg, 2015.

b) Audit Committee

The composition, number of meetings held and attended and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

c) Nomination and Remuneration Committee

The composition, number of meetings held and attended and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

d) Stakeholders Relationship Committee

The composition, number of meetings held and attended and terms of reference of the Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

e) Risk Management Committee

The composition, number of meetings held and attended and terms of reference of the Risk Management Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

f) Investment Committee

The composition, number of meetings held and attended and terms of reference of the Investment Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

g) Restructuring Committee

The composition, number of meetings held and attended and terms of reference of the Restructuring Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

h) Separate Meeting of Independent Directors

The Independent Directors met on 13th November, 2025 and 6th February, 2026 without the attendance of Non-Independent Directors and members of the Management. The Independent Directors at its meeting held on 13th November, 2025 and 6th February, 2026, reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and 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.

AUDITORS

(a) Statutory Auditors

M/s. JKVS & Co., Chartered Accountants (Firm Registration Number: 318086E), the Statutory Auditors of the Company have been appointed as Statutory Auditors of the Company by the Members of the Company from the conclusion of 33rd Annual General Meeting held on 29th September, 2022 till the conclusion of 38th Annual General Meeting of the Company to be held in the year 2027.

M/s. JKVS & Co., Chartered Accountants, the Statutory Auditors have submitted their Independent Auditor Report for the financial year ended 31st March, 2026 and they have made no qualification, reservation, observation or adverse remarks or disclaimer in their Standalone and Consolidated Audit Report. However, the statutory auditors of the step-down subsidiary company, Genu Path Labs Limited (GPL) in their independent auditors Report have drawn attention to a material uncertainty relating to going concern, that GPLs financial position reflects accumulated losses and these conditions indicate the existence of material uncertainty that may cast significant doubt on the GPLs ability to continue as a going concern. Notwithstanding this, the financial statements have been prepared on a going concern basis. The observation of the statutory auditors is self-explanatory and does not call for any further comments. The management response has been given at Note No. 48 of the Consolidated Financial Statement for the FY 2025-26 which forms part of the report.

(b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, M/s MKB & Associates, Practicing Company Secretaries (Firm Reg No: P2010WB042700) were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit of the Company for FY 2025-26.

Further, in terms of Section 204 of the Act and Regulation 24A of the SEBI (LODR) Reg, 2015, the Board of Directors has, on the recommendation of the Audit Committee, approved the appointment of M/s. MKB & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company, to hold office for a term of five (5) consecutive years with effect from FY 2025-26 to FY 2029-30, which was further approved by the members at the Annual General Meeting held on 26th September, 2025.

Annual Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (LODR) Reg, 2015, a Secretarial Audit Report for the financial year ended 31st March, 2026 given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as Annexure- I. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report. As required under Regulation 24A of the SEBI (LODR) Reg, 2015, Secretarial Audit Report in Form No. MR-3 of Sastasundar Healthbuddy Limited, material unlisted subsidiary of the Company is also annexed herewith and marked as Annexure- II.

FRAUD REPORTING

During the year under review, there was no fraud reported by the Auditors of the Company under section 143(12) of the Companies Act, 2013 to the Board of Directors pertaining to the financial year 2025-26.

RELATED PARTY TRANSACTIONS

During the financial year 2025-26, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and SEBI (LODR) Reg, 2015. Thus, the disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. However, your attention is drawn to the Related Party disclosure in Note No. 25 of the Standalone Financial Statements.

During the financial year 2025-26, there were no materially significant related party transactions entered into by the Company, which may have a potential conflict with the interest of the Company at large. There were no pecuniary relationships or transactions entered into by any Independent Director with the Company during the year under review. All Related Party Transactions are placed before the Audit Committee and also before the Board for approval. Omnibus approval was obtained on a yearly basis for transactions that were of repetitive nature. Transactions entered into pursuant to omnibus approval of all the Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The Company has formulated a policy on related party transactions for the purpose of identification and monitoring of such transactions. The said policy on related party transactions as approved by the Board is posted at the Companys website at the weblink https://healthxplatform.com/Pdf/SVL_Related_Party_Transaction_Policy.pdf

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as per section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - III. PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

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

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, as amended, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended 31st March,

2026 is available on the website of the Company at https://www.healthxplatform.com/Pdf/Draft_Annual_Return_31.03.2026. pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concern about unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct or ethics policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company at the weblink https://healthxplatform.com/ Pdf/SVL_whistle_blower_policy.pdf During the year under review, no complaints have been received/reported.

CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to the Corporate Social Responsibility (CSR) are not applicable to the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Securities and Exchange Board of India (SEBI) has mandated Indias top 1,000 listed entities based on market capitalization on the BSE and NSE as on March 31, 2022 to submit a Business Responsibility and Sustainability Report (BRSR) along with their Annual Report from the financial year 2022-23. This report is required to be in line with the National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) as released by the Ministry of Corporate Affairs (MCA) in July, 2011 and the amendment to SEBI (LODR) Reg, 2015 in May 2021. As per Regulation 34(2)(f) of SEBI (LODR) Reg 2015, BRSR is a report on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by the MCA, is annexed herewith for the FY 2025-26 as Annexure- V and forms a part of this Report.

POLICY ON PREVENTION OF INSIDER TRADING

Your Company has adopted a Code for Prevention of Insider Trading with a view to regulating trading in equity shares of the Company by the Directors and designated employees of the Company. The Code of Conduct is available on the website of the Company at www.healthxplatform.com. The Code requires preclearance for dealing in the Companys shares and prohibits the purchase or sale of shares in your company by the Directors and designated employees, while they are in possession of unpublished price sensitive information and also during the period when the Trading Window remains closed.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS REPORT

The Company is committed to maintaining the highest standards of corporate governance and adhering to the corporate governance requirements as set out by SEBI. The Company has also implemented several best corporate governance practices. The report on Corporate Governance and Management Discussion & Analysis Report, as stipulated under Schedule V of the SEBI (LODR) Regulations, 2015, forms an integral part of this report.

PRACTICING COMPANY SECRETARIES CERTIFICATE ON CORPORATE GOVERNANCE

In Compliance with the provisions of Regulation 34 of the SEBI (LODR) Reg, 2015 read with Schedule V of the said Regulations, the Corporate Governance Certificate issued by the Practicing Company Secretaries, M/s MKB & Associates, Company Secretaries regarding compliance with the conditions of Corporate Governance as stipulated is annexed to this report. Your Company has taken adequate steps for strict compliance with the Corporate Governance guidelines, as amended from time to time.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company has complied with Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India during the year under review.

LISTING WITH STOCK EXCHANGES

Your Company is listed with BSE Ltd. and National Stock Exchange of India Ltd., and the Company has paid the Listing Fees to both exchanges on time.

CHIEF EXECUTIVE OFFICER (CEO) / CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

As required under Regulation 17(8) of the SEBI (LODR) Reg, 2015, the CEO/CFO certification has been submitted to the Board and a copy thereof is contained elsewhere in this Annual Report.

RISK MANAGEMENT

Your Companys risk management strategy strives to balance the trade-off between risk and return and ensure optimal risk-adjusted return on capital, and entails independent identification, measurement, and management of risks across the various businesses of your Company.

The Company has formulated a Risk Assessment & Management Policy which identify, evaluate business risks and opportunities. The risk management system of the Company is reviewed by the Audit Committee and the Board of Directors on a regular basis. During the year, no major risks were noticed, which may threaten the existence of the company.

The Company has duly constituted risk management committee, the details of the same are covered in the Corporate Governance Report forming part of the Boards Report.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors acknowledges the responsibility for ensuring compliances with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 and provisions of the SEBI (LODR) Reg, 2015 and in the preparation of the annual accounts for the year ended 31st March, 2026 states that - (a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with a proper explanation relating to material departures; (b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that year; (c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the annual accounts have been prepared on a going concern basis; (e) they have 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) proper systems had been devised to ensure compliance with the provisions of all applicable laws, and that such systems were adequate and operating effectively.

OTHER DISCLOSURES

Your Directors state that:

1. No proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

2. The Company serviced all the debts & financial commitments as and when they became due and no settlements were entered into with the bankers.

3. The company is not required to maintain cost records.

4. The Company is in compliance with the applicable provisions relating to the Maternity Benefit Act, 1961.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company is committed to provide a safe and secure environment to its women employees across its functions, as they are considered an integral and important part of the Organisation. Your company has in place a policy for prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

In terms of provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, your Company has duly adopted a Policy and has also complied with the provisions relating to the constitution of the Internal Complaints Committee (ICC). There was no case of sexual harassment reported during the year under review, as stated below:

a) The number of complaints received during the year Nil
b) The number of complaints disposed off during the year Nil
c) The number of cases was pending for more than ninety days Nil

HUMAN RESOURCES

Our employees are our core resource, and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain the best talent in the market, and the same can be felt in the past growth of the Group. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective, your company spends large efforts on training. Your Company shall always place all necessary emphasis on the continuous development of its Human Resources. The belief great people create great organization has been at the core of the Companys approach to its people.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Regulatory and Government Authorities, Bankers, Business Associates, Shareholders, and the Customers of the Company for their continued support to the Company. The Directors express their deep sense of appreciation towards all the employees and staff of the Company and wish the management all the best for achieving greater heights in the future.

For and on behalf of the Board

Banwari Lal Mittal
Chairman & Managing Director
DIN: 00365809
Date: June 10, 2026
Place: Kolkata

Knowledge Center
Logo

Logo IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000

Logo IIFL Capital Services Support WhatsApp Number
+91 9892691696

Download The App Now

appapp
Loading...

Follow us on

facebooktwitterrssyoutubeinstagramlinkedintelegram

2026, IIFL Capital Services Ltd. All Rights Reserved

ATTENTION INVESTORS

RISK DISCLOSURE ON DERIVATIVES

Copyright © IIFL Capital Services Limited (Formerly known as IIFL Securities Ltd). All rights Reserved.

IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

ISO certification icon
We are ISO/IEC 27001:2022 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.