Shalby Ltd Directors Report

Dear Members,

Your Directors are pleased to present the Twenty First Annual Report on business and operations of the Company along with audited

2025. financial

FINANCIAL PERFORMANCE SUMMARY

The summarized financial highlight is depicted below;

	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from operations	8,726.83	8,296.83	10,869.55	9,337.49
Other Income	264.43	207.04	275.96	194.26
Total Expenditure (Except Finance cost & Depreciation/	7,133.85	6,521.13	9,543.49	7,567.09
Amortization)
Profit before Interest Depreciation and Tax	1,857.41	1,982.73	1,602.01	1,964.67
Finance Cost	111.14	28.86	387.13	160.33
Depreciation/Amortization	388.87	370.76	657.60	522.44
Exceptional Item	-	-	-	-
Profit Before Tax	1,357.40	1,583.10	557.29	1,281.90
Provision for Taxation (Inclusive of deferred tax)	519.48	544.66	538.08	446.93
Profit After Tax	837.91	1,038.44	19.20	834.97
Other comprehensive income	2.04	2.31	(26.10)	6.43
Total Comprehensive Income	839.94	1,040.75	(6.88)	841.40

PERFORMANCE OF THE COMPANY

The Company is engaged in the business of providing healthcare activities and during the year there has been no change in the business of the company during the year under review.

During the year under review, the revenue from operations of the Company increased to 8,726.83 million as compared to 8,296.83 million in the previous year. The EBITDA for the year under review decreased to 1,857.41 million as compared to 1,983.73 million in the previous year. Your Company has earned Profit after tax of 837.91 million as against 1,038.44 million in the previous year.

During the year under review, the consolidated revenue from operations increased to 10,869.55 million as compared to 9,337.49 million in the previous year. The consolidated EBITDA decreased to 1,602.01 million from 1,964.67 million in the previous financial year.

DIVIDEND

The Board of Directors do not recommend dividend for the financial year 2024-25.

DIVIDEND DISTRIBUTION POLICY

The Company has formulated a Dividend Distribution Policy which provides for the circumstances under which the members may / may not expect dividend, the financial parameters, internal and external factors, utilization of retained earnings, parameters regarding different classes of shares, etc. The provisions of this Policy are in line with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 (‘Listing Regulations), and is amended from time to time.

TRANSFER TO RESERVES

The Board of Directors has not appropriated and transferred any amount out of profit to General Reserves and has decided to retain the entire amount in profit and Loss account.

BUSINESS & STRATEGY Upcoming Projects

• Mumbai Project: The Company is in the process of setting up a State of Art facility with over 175 bed capacity in the heart of Mumbai, Santacruz. Our company had entered into a long revenue sharing agreement with the trust to manage the entire operations of hospital wherein the existing structure needs to be demolished completely and a new structure will be constructed with an estimated total capex of 300 crores. The trust is yet to handover the property to the Company, which is expected in this

FY25-26. This hospital is expected to be constructed and become operational by FY29-30.

Implant Business

2025-26 Roadmap Overview Vision and Core Values

Our commitment remains steadfast to exceed the expectations of both our customers and employees by delivering superior patient outcomes through the highest quality orthopedic products and services. We continue to build on our core values of teamwork, reliability, and integrity, ensuring customer-centricity, nimbleness, and transparency in all our actions.

Strategic Priorities for 2025-26

1. Portfolio & Innovation (erstwhile New Product Development)

We will focus on local partnerships across different countries to expand our footprint.

We plan the global launch of two new products this year.

We are advancing robotics partnerships with Curexo to integrate cutting-edge technology into our surgical solutions.

• Project teams will initiate new product development projects to build a robust innovation pipeline for future launches.

We will also strengthen key existing product brands (TUKS) to gain market share.

2. Customer Segment Focus (Sales)

Our sales efforts will India, Indonesia, and Japan.

We aim to increase market share in these regions by leveraging existing resources and deepening customer relationships.

Brand awareness will be enhanced through partnerships with Key Opinion Leaders (KOLs), clinical agreements, training programs, and targeted marketing engagements.

We will also launch operations in 4 to 5 new countries to diversify our market presence.

3. Cost of Goods Sold (COGS) Reduction

A critical focuswillbeoncostefficiencies, targeting a reduction in COGS by 30%.

We will identify and execute manufacturing efficiencies and optimize warehouse management to improve margins.

4. Supply Chain Excellence

We will establish multiple vendors to mitigate tariff impacts and improve procurement and freight efficiencies to reduce costs by 15-20%.

• Distribution efficiencies will be tailored to each market to ensure timely and cost-effective delivery.

We have improved our order to cash and asset utilisation, and started to address our high inventory.

Further inventory improvements will be an area of continued focus in 2025 to further enhance working capital and ROCE.

Organizational and Talent Development

• Hiring of key leadership talent across the organization is priority in 2025-26

• Recruitment, retention, and continuous training of sales and corporate teams remain a priority.

We will enhance employee engagement through clear career development pathways, rewards, recognition, and regular communication.

• Our partner relationships will be strengthened to ensure alignment with our strategic goals.

In conclusion, our roadmap for FY2025-26 is designed to drive sustainable growth, operational efficiency, and innovation leadership in the orthopaedic market. We are confident that our strategic initiatives, combined with favourable market dynamics and technological advancements, will position us strongly for the future.

CREDIT RATING

During the year under review, ICRA Limited has reaffirmed the long term credit ratings as ICRA A+ (Stable) on term loans and fund based facilities availed by the Company and the outlook on the long term rating is "Stable". This rating indicates adequate degree of safety regarding timely servicing of financial obligations and low credit risk. on key markets: US,

SHARE CAPITAL

During the year under review, there is no change in the share capital of the Company. The authorized share capital of the Company stands at 1,177.50 million divided into 117,750,000 equity shares of 10 each. The issued, subscribed & paid up share capital of the Company stands at 1,080.10 million divided into 108,009,770 equity shares of 10 each.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE

COMPANIES

As on March 31, 2025, your Company has ten subsidiaries viz. Vrundavan Shalby Hospitals Limited, Shalby International Limited, Yogeshwar Healthcare Limited, Slaney Healthcare Private Limited, Shalby (Kenya) Limited, Shalby Medtech Limited (earlier known as Mars Medical Devices Limited), Shalby Hospitals Mumbai Private Limited, Griffin Mediquip Healthcare Private Limited and Healers Hospital Private Limited.

Shalby Medtech Limited has further two subsidiaries, namely Shalby Advanced Technologies, Inc. at Delaware, USA for manufacturing and supply of orthopaedic implant, instruments, knee systems and hip systems for which company has acquired assets from Consensus Orthopaedics, California, USA and the second subsidiary is Shalby Global Technologies Pte Ltd. in Singapore, which are into trading business of said implants and other medical devices. Both these companies are step-down subsidiaries of Shalby Limited. Shalby Advanced Technologies

Inc. USA has incorporated its Indian subsidiary namely Shalby Advanced Technologies India Pvt. Ltd. w.e.f. April 11, 2024. PK Healthcare Private Limited has a subsidiary namely Ningen Lifecare Private Limited.

As per Reg. 16 of the SEBI Listing Regulations, none of the subsidiaries is falling under criteria of material subsidiary.

The Company has not entered into any joint venture agreement during the year under review and doesnt have any joint venture as on March 31, 2025.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 (‘the Act) and Regulation 34 of the Listing Regulations, the Consolidated Financial Statements form part of this Annual Report which shall also be laid before the ensuing Annual General Meeting of the Company for approval of members.

The Standalone and Consolidated Financial Statements have been prepared in accordance with the Indian Accounting

Standards (Ind AS) notified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. A report on the performance and financial position of each of the subsidiaries and LLP as per the Act is provided as Annexure A (AOC-1) which forms part of this Report. In accordance with Section 136 of the Act, the audited financialstatements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available at Investors Section under Annual Report tab at https://www.shalby.org/. The financialstatements of the Company and subsidiary companies will be available for inspection by any shareholder(s) during working hours at the

Companys corporate companies concerned.

AWARDS & RECOGNITIONS

During the financial year 2024-conferred with the following awards / accolades:

1. Economic Times Award for Hospital Chain of the Year West to Shalby Multi Specialty Hospitals

2. TIMES Healthcare leaders -Service Excellence in

Comprehensive Cancer care

3. Economic Times for Multi-Specialty Hospital of the Year

4. Asias biggest Tourism Awards 2025 for best Medical Tourism Centre of Gujarat

5. TOI -Times healthcare leaders -2024

6. News18 Rajasthan Award for Onco-Sciences

7. Best Hospital - Pioneer Healthcare Centre in Tricity By Zee Awards.

ANNUAL RETURN (MGT-7)

Pursuant to section 92(3) read with section 134(3)(a) of the Companies Act, 2013, the draft Annual return of the Company as on March 31, 2025 is available on the Companys website.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013

Particulars of loans given, investments made, guarantees given and securities provided in the notes to the standalone financial statements forming part of this annual report.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTY U/S 188 OF THE COMPANIES ACT, 2013

All the related party transactions that were entered into during the financial year were on arms length basis and your Company has taken approval of audit committee, Board of Directors and shareholders whenever applicable. Pursuant to Regulation 23 of the Listing Regulations, all related party transactions were placed before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions for their review and approval.

During the year under review, there was no material transactions carried out with any of the related parties in terms of regulation

23 of the Listing Regulations. The details of the related party transactions are provided in the Annexure- B (AOC - 2) pursuant to Section 134(3)(h) of the Act read with rule 8(2) of The Companies (Accounts) Rules, 2014. Your Company has formulated a policy on ‘Related Party Transactions which are in line with Listing Regulations and is amended from time to time. Your Companys policy on related party transactions is available on the website of the Company.

Your directors draw the attention of members to the notes to the financial statements which set out related party disclosures. and that of the respective subsidiary

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, your Companys board had seven members comprising of one executive director and six independent

25,yourcompanyhasbeen directors (including one woman independent director).

The details of Board and Committee composition, tenure of

Directors, areas of expertise and other details are available in the

Corporate Governance Report, which forms part of the Annual Report.

During the financial year 2024-25, Dr. Vikram Shah was re-appointed as the Chairman and Managing Director of the

Company by members for further period of consecutive 5 years w.e.f March 27, 2025.

As on March 31, 2025, Dr. Vikram Shah, Chairman & Managing Director, Mr. Amit Pathak, Chief Financial Officer and Mr. Tushar Shah, Associate Vice President and Company Secretary of the Company are the Key Managerial Personnel as per the provisions of the Act.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent

Directors confirming that they meet criteria of independence as prescribed under Section 149 (6) of the Act and under Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Director during the year. They have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair their ability to discharge their duties with an objective independent judgment and without any external influence.

All the directors of the Company have given the declaration that they are not disqualified or debarred from holding or continuing directorship of companies by Securities and Exchange Board of India or MinistryofCorporateAffairs any such authority or

BOARD MEETINGS

The Board met 4 times during the year under review, on May 28, 2024, July 7, 2024, October 30, 2024, February 3, 2025. The numbers of meetings and its attendance have been provided in the Report on Corporate Governance which forms part of Annual Report.

COMMITTEES

The Company has various committees which have been formed in compliance of provisions of the Act and the Listing Regulations and are in compliance with the provisions of relevant statutes.

The Board has constituted following committees.

i. Audit Committee ii. Risk Management Committee. iii. Stakeholder Relationship Committee iv. Nomination and Remuneration Committee v. Corporate Social Responsibility Committee vi. Management Committee

The details with respect to the composition, powers, roles, terms of reference, numbers of committees along with their attendance etc. of respective Committees are provided in detail in the ‘Report on Corporate Governance which forms part of the Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS tes The Company has Complied 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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the statements relate and the date of this report.

POLICY ON APPOINTMENT AND REMUNERATION TO DIRECTORS, KMP & SENIOR MANAGEMENT

PERSONNEL

Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed briefly in the Corporate Governance Report, which forms part of this Annual Report. Your Company‘s Policy on remuneration for the Directors, Key Managerial Personnel and other employees and Companys policy in this regard includes, inter-alia, criteria for determining qualifications, positive attributes, independence of a director and other matters as required under sub-section (3) of Section 178 of the Act and is amended from time to time. The said policy is available on the website of the Company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company upholds the standards of governance and is compliant with the provisions of Corporate Governance as stipulated under the Listing Regulations. The Report on Corporate Governance for FY 2024-25, as per Regulation 34(3) read with Schedule V of the Listing Regulations forms a part of this Annual Report. The Certificate from Practicing Company Secretary confirming the compliance with the conditions of corporate governance as stipulated by Regulation 34(3) of the Listing Regulations is annexed to this Report.

In compliance with Corporate Governance requirements as per the Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board Members and Senior Management Personnel of the Company, who have affirmed the compliance thereto.

In terms of regulation 34 of the Listing Regulations as updated from time to time, the Management Discussion and

Analysis Report on the Companys financial and operational performance, industry trends, business outlook and Initiatives and other material changes with respect to the Company and

Certifica itssubsidiaries,whereverapplicableandCEO/CFO thereto, are presented in separate section which forms part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In pursuance of Regulation 34 of the Listing Regulations, top 1000 companies based on market capitalization (calculated as on March 31 of every financial year) are required to prepare and enclose with its Annual Report, a Business Responsibility and Sustainability Report describing the initiatives taken by them from an environmental, social and governance perspectives. A separate report on Business Responsibility is annexed as part of the Annual Report.

PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEE

The criteria for performance evaluation and the statement indicating the manner in which formal annual evaluation has been made by theBoardaregiveninthe‘ReportonCorporate t equipment. efficien Governance, which forms part of this Annual Report.

Pursuant to provisions of the Act and the Listing Regulations the Board has carried out an annual evaluation of its own performance, Board committees and individual directors in the manner prescribed in Performance Evaluation Policy.

DEPOSITS

During the year, the Company has not accepted any fixed deposits from the public as per provisions of the Act and Rules made there under. Hence, the disclosures as required under Companies (Accounts) Rules, 2014, are not applicable to your Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134 (5) of the Act, your Directors hereby confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirement set out under Schedule

III to the Act have been followed and there are no material departures from the same; b) they had 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 financialyear and of the profit and loss of the company for that period; c) they had taken proper and sufficient care for the maintenance of adequate accounting records in t while improving the visibility. accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) they had prepared the annual accounts on a going concern basis; e) they 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) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under The

Companies (Accounts) Rules, 2014 is set out below;

(A) Conservation of Energy:

The operations of the Company are not energy-intensive. However, the following significant measures are being taken to reduce the energy consumption by using energy

Use of LED lights

• Occupancy sensors installation in toilets to avoid permanent illumination and save electrical consumption

• Proper thermal insulation to increase efficiency of HVAC system and thereby reducing energy consumption

• Use windows and doors to provide good levels of natural ventilation in some areas within a hospital, allowing mechanical ventilation to be switched off or turned down to save energy

• Provide infrared controllers in water taps as they provide water only when required otherwise they switch off automatically and can save between 5% and 15% of water per tap per year

• Introduction of timer based operation of air handling units to reduce power consumption

• Energy optimization practices implemented in transformer operation

VFD installation for AHU motor in a phased manner

All lifts and OT AHUs are operated with VFD panels

• For recently commissioned units, building orientation has been so designed that helps to maximize use of

Day Light and to reduce heat gain in order to reduce energy consumption.

• The glass used for facade in a number of facilities is double glazed and is energy efficient low emissivity type which helps in reducing solar beat gain co-

• Rain water harvesting system installed at our greenfield recently completed projects to conserve natural resources

HVAC temperature is being adjusted based on the seasonal temperature and particular clinical requirements, to reduce the power consumption.

Disciplined SOP is being followed for routine maintenance on daily, weekly, monthly, and yearly basis, as required to keep the system installed in check and reduce consumptions of water and electricity.

In case of modification or renovation, we maximize the usage of existing materials to conserve the natural resources.

There would not be a material financial implication of the said measures as energy costs comprise a very small portion of your companys total expenses.

(B) Technology absorption:

I. The effort made towards technology absorption;

Over the years, your Company has brought into the country the best technology available in healthcare to serve the patients better and to bring healthcare of international standard within the reach of every individual.

In order to promote indigenous technology absorption, the following equipment, inter alia, has been installed at our various units; a) Anesthesia workstation b) Triple Dome OT lights c) Electric OT table with 10 functions for renal transplant d) Single door auto clave machine e) Fabrilator Machine f) Biosafety Cabinet for Chemotherapy g) Anesthesia Trolley h) Baby Cradle with infant Bed i) Blood bank equipment including Deep freezer, Blood bank refrigerator, Platelet agitator/incubator, Blood collection monitor and tube sealer, Donor couch compofuge j) X-ray system; k) Dialysis machine; l) Ventilator; m) CT scanning machines; n) MRI scanning machines; o) Ultrasound systems; and p) Linac systems.

The benefit accrued due to this is primarily cost reduction from import substitution considering the impact of exchange rate fluctuation and revision of customs duty tariffs. The performance and quality of these equipment have been found to be quite satisfactory.

II. The Company has not imported any equipment during the year under review. However, Company is using latest medical equipment/machinery in its hospital units.

Apart from above, various other small equipment imported earlier have been installed at various units of Shalby.

III. The expenditure incurred on Research and Development

0.23 mn. expenditure made on clinical trial during the financial year 2024-25.

(C) Foreign exchange earnings and expenditure:

Particulars	2024-25	2023-24
Earnings in Foreign Currency	105.64	60.71
CIF Value of Imports	-	-
Expenses in Foreign Currency	-	-

PARTICULARS OF EMPLOYEES & REMUNERATION

The details regarding ratio of remuneration of each director to the median employees remuneration and other details as required in section 197(12) of the Act read with Rule 5(1) of The

Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, is appended herewith as Annexure - C.

The statement containing information as per provision of

Section 197(12) read with Rule 5(2) and 5(3) of The Companies

(Appointment and Remuneration of Managerial Personnel)

Rules, 2014, is provided in separate annexure forming part of this report. However, Annual Report is being sent without the said annexure. In terms of provisions of section 136 of the Act, the said annexure is open for inspection at the registered office of the Company during the office hours. Any member interested in obtaining the copy of the same may write to the Company

Secretary at the Registered Office of the Company.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has adopted policies and procedures 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 disclosures. The Company has in place adequate internal financial controls in order to ensure that the financial statements of the Company depict a true and fair position of the business of the Company. The Company continuously monitors and looks for possible gaps in its processes and it devices and adopts improved controls wherever necessary.

INSURANCE

The Companys plants, properties, equipment and stocks are adequately insured against all major risks. The Company has also taken Directors and Officers Liability Insurance Policy to provide coverage against the liabilities arising on them.

RISK MANAGEMENT

The Board of Directors had constituted a Risk Management Committee to identify elements of risk in different areas of operations and to develop a policy for actions associated to mitigate the risks. The risks are measured, estimated and controlled with the objective to mitigate its adverse impact. Your companys fundamental approach to risk management includes, anticipate, identify and measure the risk. Your company has in place a mechanism to monitor and mitigate various risks associated with the business. The Company has adopted a Risk Management Policy which inter alia, sets out our approach towards risk assessment, risk management and risk monitoring, which is periodically reviewed by the Board.

VIGIL MECHANISM AND WHISTLE BLOWER

The Company has established a vigil mechanism and accordingly framed a Vigil Mechanism and Whistle Blower Policy. The policy enables the employees to report genuine concerns to the management regarding instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct or mismanagement, if any. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for strict confidentiality, adequate safeguards against victimization of Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in appropriate cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board pertaining to whistle blower policy. The saidVigil Mechanism and Whistle-Blower Policy is available on the website of the company.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of Section 135 of the Act, your Company has constituted a CSR Committee, which comprises of Mrs. Sujana Shah, Chairperson, Dr. Umesh Menon, Member and Mr. Shyamal Joshi as its members as on March 31, 2025. The Company has also framed a Corporate Social Responsibility Policy in compliance with the provisions of the Act and is amended from time to time which is available on website of the company. The Annual Report on CSR activities outlining geographical areas for CSR activities, composition of CSR committee, amount of CSR fund expended etc. is annexed herewith as Annexure - D.

PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the disclosure relating to it and difference in valuation done at the time of settlement and valuation at the time of availing loan is not applicable.

OTHER DISCLOSURES AND INFORMATION

1. EMPLOYEE STOCK OPTIONS

The Company grants share-based benefits to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Companys objectives, and promoting increased participation by them in the growth of the

Company.

Shalby Employee Stock Options Scheme-2021

The Company introduced Shalby Limited Employees Stock Option Scheme-2021 for benefit of eligible employees as approved by the Shareholders on December 3, 2021 vide Special Resolution passed through Postal Ballot. The scheme is administered by Shalby Limited Employees Welfare Trust.

The ESOP Scheme is in compliance with the Act and SEBI (Share Based Employee Bene ts and Sweat Equity) Regulations, 2021 and the said ESOP Scheme as required under the abovementioned SEBI Regulations are available on the website of the Company.

During the year under review Company has granted stock options, the details of which are as under.

Opening balance of Outstanding Options as on April 1, 2024	Options Granted during FY 2024-25	Options Lapsed during FY 2024-25	Options Exercised during FY 2024-25	Closing balance of Active Options in force as on March 31, 2025
1,28,500	3,99,765	2,35,265	74,500	2,18,500

None of the employees has been granted Employee Stock Options exceeding 1% of the issued capital as on the date of grant during the year.

The details of the ESOP Scheme-2021, including terms of reference, and the requirement specified under Regulation 14 of the SEBI (Share Based Employee Benefitsand Sweat Equity) Regulations, 2021, are attached in Annexure E.

2. Anti-sexual Harassment of Women at workplace

Your Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace under the provisions of Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal)

Act 2013, ("the POSH Act") and rules framed thereunder. The Company has anti Sexual harassment Committee to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, 1 (one) complaint has been received and the same has been disposed-off. There were no complaints pending at March 31, 2025. The Company has complied with the provisions of POSH Act during the year under review.

3. Significant or Material Orders passed by the Authority

No significant or material orders were passed by the

Regulators or Courts or Tribunals which impact the going concern status of the Company and its future operations.

4. Maternity Benefits

The Company has duly complied with all provisions of the

Maternity Benefit Act, 1961, and has extended all statutory benefitsto eligible women employees during the year under review.

AUDITORS

Statutory Auditors & Auditors Report

The Statutory Auditors, M/s. T. R. Chadha & Co., LLP, Chartered

Accountants, Ahmedabad has been re-appointed for second term as approved by Shareholders in 19th Annual General Meeting held on August 14, 2023, for the period of 5 years from the conclusion of 19th Annual General Meeting till conclusion of 24th Annual General Meeting.

The Statutory Auditors comment on your companys account for the year ended March 31, 2025 are self-explanatory in nature and do not require any explanation. The Auditors Report does not Contain any qualification or adverse remarks.

Internal Auditor

M/s. PricewaterhouseCoopers Services LLP, New Delhi is the

Internal Auditors to conduct internal audit as per agreed scope of work pursuant to the provision of section 138 of the Act read with Companies (Accounts) Rules, 2014. Internal Auditors present their quarterly report in meetings of Audit Committee.

Cost Auditor

Pursuant to the provisions of Section 148 of the Act read with Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014, M/s. Borad Sanjay B &

Associates, Ahmedabad has been appointed as Cost Auditors by the Board of Directors on the recommendation of Audit

Committee, for audit of cost records for the year ended on

March 31, 2025 and their remuneration was ratified by members at the 20th Annual General meeting of the Company. Your Company has received consent along with from M/s. Borad Sanjay B & Associates that the appointment is in accordance with the applicable provisions of the Act and Rules framed thereunder and they do not hold any disqualification under the provisions of the Act for their appointment for FY

2025-26. The Board of Directors of the Company reappointed M/s. Borad Sanjay B & Associates for audit of cost records for the year ended on March 31, 2026 at a remuneration of 1,10,000/- plus applicable taxes and reimbursement of out of pocket expenses incurred, if any, in connection with the cost audit. The Board of Directors of the Company recommended the members for their ratification. The Company has maintained cost account and records as specified under Section 148(1) of the Act, read with Rule 8 of Companies (Accounts) Rule, 2014.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with

Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, your Company had appointed M/s. Chintan I Patel & Associates, Practicing Company Secretaries, Ahmedabad (Mem No. F12315, PCS No. 20103) to conduct the Secretarial Audit of the Company for the year ended March 31, 2025. The Secretarial Audit Report for the FY 2024-25 is annexed to this Report as Annexure F.

Pursuant to the Regulation 24A & other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") read with provisions of Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions of the Companies Act, 2013, if any ("the Act"), every listed entity is required to undertake Secretarial Audit by a Peer Reviewed Secretarial Auditor, who shall be appointed by the Members of the Company on the recommendation of the Board of Directors for a period of 5 consecutive years.

Accordingly, based on the recommendation of the Audit

Committee, the Board of Directors at its meeting held on May 29, 2025, subject to approval of Members, approved appointment of Mr. Chintan I Patel, Proprietor of M/s. Chintan I Patel & Associates,

Peer Reviewed and Quality Reviewed Company Secretary in Practice (COP No. 20103) as Secretarial Auditors for a term of 5 (Five) consecutive years from April 1, 2025 till March 31, 2030. Shalby Medtech Limited (earlier known as Mars Medical Devices Limited), wholly-owned subsidiary of the Company has undertaken Secretarial Audit for financial year 2024-25, though it is not a material subsidiary as per regulation 16 of SEBI Listing Regulations. The said Secretarial Audit Report confirms that the said subsidiary has complied with the provisions of the Act, Rules, Regulations and

Guidelines and that there were no deviations or non-compliances. The said Secretarial Audit Report of unlisted subsidiary is attached herewith in Annexure G.

There are no qualifications or reservations on adverse remarks or disclaimer in the said Secretarial Audit Report. Your Company has also obtained certificate from the secretarial auditor certifying that none of the directors of our Company has been debarred or confirmation disqualified from being continuing as directors of the Company by SEBI, Ministry of Corporate Affairs or such similar statutory authority. The said certificate has been annexed as Annexure H to the Directors Report.

Report of Auditor(s) on instances of Fraud

During the year, none of the Auditors have reported any instances of fraud committed against your company by its officers or employees to the Audit Committee or to the Board, under Section 143(12) of the Act and therefore, no detail is required to be disclosed pursuant to provisions of the Act.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the whole hearted support and contribution made by all Doctors, nursing/paramedics, bankers, Government Authorities, auditors and shareholders during the year under review. Your Directors express their deep sense of appreciation and extend their sincere thanks to every employee at all level for their dedicated services and look forward their continued support.

CAUTIONARY STATEMENT

The Boards Report and Management Discussion & Analysis may contain certain statements describing the Companys objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may di_er materially from what is expressed herein. The Company is not obliged to update any such forward looking statements. Some important factors that could in_uence the Companys operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
	DR. VIKRAM I. SHAH
Date : May 29, 2025	Chairman & Managing Director
Place: Ahmedabad	DIN : 00011653