Your directors have pleasure in submitting herewith their Annual Report together with the Audited
Statement of Accounts for the financial year ended on 31^st March, 2025.

FINANCIAL RESULTS

STATE OF COMPANY’S AFFAIR, OPERATING RESULTS AND PROFITS

Aashka Hospitals is a Multi - Speciality hospital founded in the year 2012, located in the Capital of
Gujarat i.e. Gandhinagar. Aashka is an advanced tertiary care medical center, consisting of 150 beds
including 65 ICU beds, class 100 modular two cardiac OTs & four dedicated OTs for each super -
speciality. Two procedure rooms are available for endoscopy and other minor procedures. All OTs
with laminar airflow, HEPA filters & next generation Anesthesia Trolly. Hospital has state of the art
flat panel Cath Lab, CT scan, pneumatic transfer system & ultra-modern software driven
administration.

Intensive Care Unit (ICU) is a specialized facility dedicated to patients who require intensive
monitoring, nursing care and complex respiratory support. The ICU is staffed 24 hours a day by
certified specialists and experienced nurses in intensive clinical care. Ultra-modern 65 beaded ICU are
equipped with intelligent ventilators, by-phasic AED & pacing defibrillators, modular touch screen
multipara monitoring system and centralized Gas supply system.

• Operation

During the year under review, total earnings has been ? 2,598.54 Lakhs as compared to ? 2,708.95
Lakhs in the previous year. Profit of the Company after tax stood at ? 326.61 Lakhs as compared to
Losses of the Company ? 235.78 Lakhs in the previous year.

WEBLINK OF THE ANNUAL RETURN

The copy of Annual Return in Form MGT - 7 for the financial year ending March 31, 2025 has been
placed on the web portal of the company at www.aashkahospitals.in under Investor section.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular interval with gap between two meetings not exceeding 120 days. Six (6)
Board Meetings were held on 23 May 2024, 30 May 2024, 29 July 2024, 30 October 2024, 28 January

2025 and 26 March, 2025 during the financial year 2024-25.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134 (3) (c) of the Companies Act, 2013 in relation to the financial statements for
the year 2024- 25, the Board of Directors state that:

a) In preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

b) The directors 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 of the company for the financial year ended on March 31,
2025 and of the profit and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF FRAUDS REPORT BY THE AUDITOR

There are no frauds reported by the auditor in its audit report in pursuance to section 143(12) of the
Companies Act, 2013, during the period under review.

DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Director of the Company have given their declaration that they meet the criteria
of independence as laid down under Section 149 (6) of the Act.

COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTER

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a
remuneration policy for selection and appointment of Directors, Senior Management and their
remuneration including criteria for determining qualifications, positive attributes, independence of a
Director etc. and the same is also available on the website of the Company at the link
https://aashkahospitals.in/wp-content/uploads/2021/08/G-Nomination-and-Remuneration-Policy.pdf

AUDITORS

Pursuant to the provisions of Section 139 of the Act and rules framed thereunder M/s. Parimal S. Shah
& Co., Chartered Accountants, Ahmedabad (FRN: 107591W) were appointed as Statutory Auditors of
the Company for a consecutive term of 5 (five) years, to hold office from the conclusion of 11^th
Annual General Meeting till the conclusion of 16^th Annual General Meeting.

The Auditors’ Report annexed to the financial statements for the year under review does not contain
any qualifications.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed
M/s. Suthar & Surti, Company Secretaries to undertake the Secretarial Audit of the Company. It is
hereby confirmed that the Company has complied with the provisions of SS - 1 i.e. Secretarial
Standard on meetings of Board of Directors and SS - 2 i.e. Secretarial Standards on General
Meetings. The Report of the Secretarial Auditor for the FY 2024 - 25 is annexed herewith as
“Annexure - A”.

The Secretarial Auditors’ Report annexed to the Boards’ Report for the year under review does not
contain any qualifications.

INTERNAL AUDITOR

Upon the recommendation of the Audit Committee, the Board of Directors had appointed M/s. S C
Bohara & Associates, Chartered Accountants as the Internal Auditor for FY 2024 - 25.

COST AUDITOR

In terms of Section 148(1) of the Companies Act, 2013, the Cost Audit is not applicable to the
Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF THE COMPANIES ACT, 2013

Details of investments, loans and guarantee under the provisions of Section 186 of the Companies
Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014, as on 31^st
March, 2025, are set out in Notes to Financial Statements forming part of this report.

RELATED PARTY TRANSACTIONS

All the contracts or arrangements entered by the Company during the financial year with related
parties were in the ordinary course of business and on arm’s length basis. During the year under
review, the Company has entered into contracts or arrangements with related parties, which are
material contracts or transaction on arms’ length basis, which has been provided in Form AOC -
2 and appended as “Annexure - B”.

All related party transactions are presented to the Audit Committee and Board for approval. The
Policy on Related Party Transactions as approved by the Board is available on Company’s
website.

COMPANY’S AFFAIR

The Company has been engaged in the business of Hospitals and Healthcare as per the Main Object
clause of the Memorandum of Association of the Company.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to the General Reserves.

DIVIDEND

Your directors have not recommended any dividend for the Financial Year ended on 31^st March, 2025

In accordance with the provisions of sections 124 and 125 of the Act and Investor Education and
Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividends
of the Company which remained unpaid or unclaimed for a period consecutive seven years from
the date of transfer to the unpaid dividend account shall be transferred by the Company to the
Investor Education and Protection Fund (“IEPF”).

In terms of the foregoing provisions of the Act, the company is not required to transfer any funds or
shares to IEPF.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION
OF THE COMPANY

In the opinion of the Board of Directors, there are no material changes and commitments made by the
Company occurring between the ends of the financial, which is influential or affecting the financial
position of the Company.

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

(A) CONSERVATION OF ENERGY -

(i) Steps taken or impact on conservation of energy;

1. Use of high efficiency welding machine against conventional welding machine.

2. Replacement of low efficiency electric motors with high efficiency electric motors.

3. Replacement of conventional tube light by LED at various locations. .

(ii) Steps taken by the Company for utilising alternate sources of energy;

Company has decided to utilize solar power for domestic usage.

(iii) Capital investment on energy conservation equipment;

1. The Company continuously makes investments in its facility for better maintenance
and safety of the operations.

2. The Company has undertaken efforts to improve the existing facilities in order to
reduce energy consumption.

(B) TECHNOLOGY ABSORPTION -

(i) Efforts made towards technology absorption;

The Company is planning to utilize waste heat of process to reduce natural gas
consumption.

(ii) Benefits derived as a result of the above efforts:

Specific consumption of energy is reduced, cost reduction and increase in sales.

(iii) Information regarding technology imported, during the last 3 years: Nil

(iv) Expenditure incurred on Research and Development: Nil

(C) Foreign Exchange Earnings and Outgo -

(a) Foreign Exchange Earnings: Nil

(b) Foreign Exchange Out go: Nil

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY

The Company has adopted a Risk Management Policy for a systematic approach to control risks. The

Risk Management Policy of the Company lays down procedures for risk identification, evaluation,
monitoring, review and reporting. The Risk Management Policy has been developed and approved by
the Senior Management in accordance with the business strategy.

• Internal control system and their adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of
its operation. The scope of Internal Audit is well defined in the organization. The Internal Audit
Report regularly placed before the Audit Committee of the Board. The Management monitors and
evaluates the efficacy and adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies. Based on the report of Internal Auditor,
process owners undertake corrective action in their respective areas and thereby strengthening the
controls continuously.

BUSINESS RISK MANAGEMENT

The Company has formulated Risk Management Policy in order to monitor the risks and to address/
mitigate those risks associated with the Company. The Board of Directors do not foresee any
elements of risk, which in its opinion may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES AND POLICY

The provisions of Section 135(1) of the Companies Act, 2013, for the Corporate Social Responsibility
are not applicable to the company.

FORMAL EVALUATION OF BOARD, COMMITTEE & INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, the Board and its respective members are
required to carry out performance evaluation of the board as a body, the Directors individually,
Chairman as well as that of its committees.

The Board of Directors of your Company, in order to give objectivity to the evaluation process
identified an independent process for conducting board evaluation exercise for its this financial year.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The company has no subsidiaries, associates or joint ventures during the period under review.

Further, there has been no subsidiaries, associates or joint venture companies which have ceased
during the year.

CHANGE IN THE NATURE OF BUSINESS:

There has been no considerable change in the business of the Company, during the period under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, the Board of Director had appointed Mr. Jigar Kanakchandra
Trivedi (DIN: 10548094) as the Additional Non-Executive Independent Director of the Company
w.e.f. 01 November 2024. Further, his office as a Non-Executive Independent Director was
regularized by the Shareholders through the postal ballot resolution passed on 27 February 2025. Mr.
Hiteshkumar Shah (DIN: 08468192), Non-Executive Independent Director has resigned on 28
January 2025.

STATEMENT OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

In the opinion of the Board, they fulfill the conditions of independence, integrity, expertise and
experience (including the proficiency) as specified in the Act and the Rules made there under and are
independent of the management.

DEPOSITS

The Company has neither accepted nor invited any Deposit falling within the purview of Section 73
of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended
from time to time, during the year under review and therefore details mentioned in Rule 8 (5) (v) &
(vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is
not required to be given.

Further, loans provided by the Directors are being provided by their owned funds and for the same
declaration has been provided by the directors.

SHARE CAPITAL

The Capital Structure of the Company for the financial year ending March 31, 2025 is as tabled below:

*The Company has made the allotment for the Initial Public Offering to the eligible applicants as per the Basis of
Allotment. However, there were 31 applicants to whom shares were credit to their demat accounts but no
application money has been received. Hence, those shares are marked for forfeiture.

DISCLOSURE OF VARIOUS COMMITTEE OF BOARD
A) AUDIT COMMITTEE

The Audit Committee and the Policy are in compliance with Section 177 of the Companies
Act, 2013, read along with the applicable rules thereto.

I nmnncilimi

*Appointed with effect from 01 November 2024 in place of Mr. Hiteshkumar Ramanlal Shah

The Nomination and Remuneration Committee and the Policy are in compliance with Section
178 of the Companies Act, 2013 read along with the applicable rules thereto.

Composition

*Appointed with effect from 01 November 2024 in place of Mr. Hiteshkumar Ramanlal Shah

C) STAKEHOLDERS RELATIONSHIP COMMITTEE

Our company has stakeholders’ relationship committee as per the provisions of Section 178(5)
of the Companies Act, 2013. The constitution of the Stakeholders Relationship Committee is as
follows:

Comnosition

*Appointed with effect from 01 November 2024

MANAGERIAL REMUNERATION

Disclosure pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 read with Schedule V of the Companies Act, 2013 are as under:

1) The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the Financial Year

2) The percentage increase in remuneration of each Director, Chief Financial Officer,
Chief Executive Officer, Company Secretary or Manager, if any, during the financial
year under review

*In the previous financial year Bipinchandra Dineshbhai Shah has not drawn any remuneration.

3) The percentage increase in the median remuneration of employees in the Financial Year

4) The number of permanent employees on the rolls of the Company - There are 229
employees during the reporting period.

5) Average percentile increases already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out it there
are any exceptional circumstances for increase in the managerial remuneration - There
has been increase of 52.12% in the median salaries of employees other than the managerial
personnel as compared to remuneration increase in Managerial Personnel is 100%.

6) Affirmation - It is hereby affirmed that the remuneration paid to the Managerial Personnel is
as per the remuneration policy of the Company.

Corporate Governance - Disclosure

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8) Details of Fixed component and performance linked incentives along with the
performance criteria - Not Applicable

9) Service contracts, notice period, severance fees - Not Applicable

10) Stock Option details, if any, and whether the same has been issued at a discount as well
as the period over which accrued and over which exercisable - There are no stock option
in the company.

PARTICULARS OF EMPLOYEES

Pursuant to the Sub - Rule (2) of the Rule 5 of the Companies (Appointment & Remuneration or
Managerial Personnel) Rules, 2014, read with Section 197 of the Act, no employees was in receipt of
the remuneration in aggregate to ? 102 lacs per annum or ? 8.5 lacs per month or at a rate in excess of
that drawn by the Managing Director / Whole - time director of Manager and holds himself or along
with his spouse & dependent children, no less than two percent of the equity shares of the Company.
In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others
entitled thereto, excluding the information on employees’ particulars which is available for inspection
by the Members at the Registered Office of the Company during the business hours on working days
of the Company up to the date of the ensuing Annual General Meeting.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ATC, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against
sexual harassment in line with the provisions of Sexual Harassment of Women at Work place
(Prevention, Prohibition & Redressal) Act, 2013 and the rules framed thereunder. Pursuant to the
provisions of “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013” and rules made thereunder, the Company has formed an Internal Complaint

Committee.

During the financial year 2024-25, the Company has not received any complaints on sexual
harassment and hence no complaints remain pending as at 31^st March, 2025.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the
going concern status of your Company and its operations in future.

MATERNITY BENEFITS

In accordance with the applicable provisions of the Maternity Benefits Act, the Company has ensured
to comply with the provisions as being applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Schedule V of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulation, 2015, details on Management Discussion and Analysis Report
are annexed as “Annexure - C”.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

There has bee no application made nor any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 against the Company.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF

The Company has not entered into the One Time Settlement with the Banks or Financial Institutions
during the period review.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation, for the contribution made by the employees,
at all levels but for whose hard work, and support, the Company’s achievement would not have been
possible. The Directors also wish to thank its customers, dealers, agents, suppliers, investors and
bankers for their continued support and faith reposed in the Company.

Registered Office By Order of the Board

Between Sargasan & Reliance Cross Road, For, Aashka Hospitals Limited

Sargasan, Gandhinagar - 382421

Date: 26 August 2025 Bipinchandra Dineshbhai Shah

Place: Gandhinagar Chairman & Managing Director

DIN:00934108