Directors Report of Entero Healthcare Solutions Ltd.

Mar 31, 2025

Your Directors are pleased to present their Seventh Annual Report of Entero Healthcare Solutions Limited (“the Company")
along with the Audited Financial Statements for the Financial Year (“FY") ended March 31,2025.

FINANCIAL HIGHLIGHTS

Particulars	Standalone		Consolidated
	For the financial year ended March 31,2025	For the financial year ended March 31, 2024	For the financial year ended March 31, 2025	For the financial year ended March 31,2024
Net Sales /Income from Business Operations	4,086.70	3,181.61	50,957.80	39,223.10
Other Income	1,143.69	899.25	395.05	144.13
Total Income	5,230.39	4,080.86	51,352.85	39,367.23
Total Expenses	4,491.78	3,837.21	49,965.46	39,011.68
Profit / (loss) before tax and exceptional item	738.61	243.65	1,387.39	355.55
Exceptional Item	470.81	0.00	0.00	0.00
Less: Current Income Tax	0.00	0.00	257.99	133.78
Less: Previous year adjustment of Income Tax	0.00	0.00	(1.90)	0.00
Less: Deferred Tax	75.99	(140.75)	56.96	(176.22)
Net Profit after Tax	191.81	384.40	1,074.34	397.99
Total Comprehensive Income	192.97	385.45	1,079.21	395.82
Less: Minority share of profits/ Losses	0	0	127.54	6.90
Earnings per share (Basic) in INR Actual	4.41	10.63	21.80	10.81
Earnings per share (Diluted) in INR Actual	4.40	10.63	21.76	10.81

FINANCIAL PERFORMANCE

The Audited Standalone and Consolidated Financial
Statements of the Company for FY 2024-25 are prepared in
compliance with the applicable provisions of the Companies
Act, 2013 (''the Act''), Indian Accounting Standards (''Ind AS'')
and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
as amended (''SEBI Listing Regulations'').

In accordance with the provisions of Section 129(3) of the
Act, the audited consolidated financial statements are also
provided in the Annual Report.

The revenue from operations on Standalone basis for FY
2024-25 stood at INR 4,086.70 million as against INR 3,181.61
million for FY 2023-24, whereas the profit for FY 2024-25
stood at INR 191.81 million as against profit of INR 384.40
million for FY 2023-24.

The revenue from operations on consolidated basis for FY
2024-25 stood at INR 50,957.80 million as against INR

39,223.10 million for FY 2023-24. Whereas the Profit for FY
2024-25 stood at INR 1,074.34 million as against profit of INR
397.99 million for FY 2023-24.

The Company''s performance has been discussed in detail in
the “Management Discussion and Analysis Report" which
forms a part of this Report.

Dividend

In order to conserve the resources of the Company, the Board
has not recommended any dividend for the Financial
Year under review. In accordance with the Listing
Regulations, the Company has adopted a Dividend
Distribution Policy, which is available on its official website at
https://www.enterohealthcare.com/investor/corporate-
governance/policies.php.

Transfer to Reserves

The Company does not propose to transfer any amount to
the General Reserve.

Deposits

The Company has not accepted any deposits from the public/
members during the year under review and accordingly no
amount on account of principal or interest on public deposits
was outstanding as on March 31,2025.

Share Capital

A. Authorised Share Capital

There was no change in authorised share capital of
the Company during the year under review.

B. Changes in Issued, Subscribed and Paid-up Share
Capital

During the Financial Year 2024-25, the existing Issued,
Subscribed, and Paid-up Equity Share Capital of the
Company increased from INR 43,49,37,670/- Indian
Rupees Forty-Three Crores Forty Nine Lakhs Thirty-
Seven Thousand Six Hundred and seventy only)
divided into 4,34,93,767 equity shares of INR 10/-
each to INR 43,50,77,070/- (Indian Rupees Forty-Three
Crores Fifty Lakhs Seventy-Seven Thousand and
Seventy only) divided into 4,35,07,707 equity shares
of INR 10/-, pursuant to the allotment of 13,940 equity
shares of INR 10/- each against the exercise of options
granted under the Entero Employees Stock Option
Plan, 2023 (“ESOP 2023").

Employees'' Stock Option Plan ("ESOPs")

The Company has Employee Stock Option Plan namely,
Entero Employees Stock Option Plan, 2023 (“ESOP 2023")
which is administered by Nomination and Remuneration
Committee (“NRC"). The said ESOP 2023 is in compliance with
the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
(hereinafter referred to as “SEBI SBEB & SE Regulations"). No
alterations were made in ESOP 2023 during the year. During
the year under review, 75,600 fresh options were granted to
employees of the Company and 13,940 options were
exercised by the employees of the Company.

The Secretarial Auditors of the Company have provided a
certificate stating that the aforesaid ESOP Plans have been
implemented in accordance with SEBI SBEB & SE Regulations
and are in accordance with the approval of shareholders of
the Company. The certificate will be available for inspection
by members at the ensuing Annual General Meeting (“AGM").

Disclosures as required under Regulation 14 of SEBI SBEB & SE
Regulations, are available on the website of the Company at
https://www.enterohealthcare.com/investor/investors_infor
mation/esop-disclosure.php.

Credit Rating

During the Financial Year 2024-25, the Company did not have
any outstanding term loans. Consequently, the credit rating
previously assigned by India Ratings and Research, a Fitch
Group Company (“Credit Rating Agency") was withdrawn.

Further the long-term issuer rating was upgraded to ''IND A-''
from ''IND BBB''

Subsidiaries, Associates and Joint Ventures

As on March 31, 2025 the Company had 47 Subsidiaries and
there are no associate companies or joint venture companies
within the meaning of section 2(6) of the Companies Act,
2013 (“Act").

Pursuant to Section 129(3) of the Act read with Rule 5 of the
Companies (Accounts) Rules, 2014, the statement containing
salient features of each of the Subsidiaries included in the
Consolidated Financial Statements is provided in Form AOC-1
and forms part of this Annual Report.

During the FY 2024-25 the following changes have taken
place in the subsidiaries of the Company:

• The Company''s Subsidiary namely Getwell Medicare
Solution Private Limited had allotted equity shares on
rights basis to the existing equity shareholders in March
2025. Pursuant to the said rights issue, the Company''s
Shareholding in Getwell increased from (85%) to (95.20%)
and the Company acquired balance (4.80%) equity shares
from the erstwhile promoters, resulting in Getwell
becoming wholly-owned subsidiary of the Company.

• The Company has acquired 80% of the shareholding of
Avenir Lifecare Pharma Private Limited and Gourav
Medical Agencies Private Limited each, 60% of the
shareholding of Peerless Biotech Pharma Private Limited,
70% of the shareholding of Sai Pharma Distributors
Private Limited and Srinivasa Lifecare Private Limited each
and thus they have become Subsidiaries of the Company.

• The Company has acquired 100% of the shareholding of
Suprabhat Pharmaceuticals Private Limited, Devi Pharma
Wellness Private Limited and Ujjain Maheshwari Pharma
Distributors Private Limited and thus they have become
wholly-owned Subsidiaries of the Company.

• Zennx Software Private Limited being non-operational
has been struck off w.e.f. May 01,2025. Two (2) of wholly-
owned subsidiaries which are non-operational namely
Quromed Lifesciences Private Limited and Rimedio
Pharma Private Limited are currently under the process
of voluntary strike off.

• During the year, Novacare Healthcare Solutions Private
Limited, has become a material subsidiary in accordance
with the provisions of the SEBI Listing Regulations read
with the Company''s Policy on Material Subsidiaries.

The policy for determining material subsidiaries of the
Company is available on the Company''s website at URL:
https://www.enterohealthcare.com/investor/corporate-
governance/policies.php.

There has been no material change in the nature of the
business of the Subsidiary Companies.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Act are given in the notes
to the financial statements.

Management Discussion and Analysis

The Management Discussion and Analysis as prescribed
under Part B of Schedule V read with Regulation 34(3) of the
Listing Regulations is provided in a separate section and
forms part of this Annual Report.

Corporate Governance

Pursuant to Regulation 34 of the SEBI Listing Regulations,
Report on Corporate Governance along with the certificate
from a Practicing Company Secretary certifying compliance
with conditions of Corporate Governance is provided in a
separate section and forms part of this Annual Report.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report of the
Company for the year ended March 31,2025, is provided in a
separate section and forms part of this Annual Report and is
also made available on the website of the Company at
www.enterohealthcare.com.

Board of Directors and Key Management Personnel
Appointment/ Re-appointment of Directors

During FY 2024-25, the following changes took place in the
Board composition:

Appointment(s)

Mr. Kevin Rohitbhai Daftary (DIN: 10637792) was appointed
as Additional Director (Non-Executive Non-Independent
Director), in terms of Section 161 of the Act with effect from
May 29, 2024 and subsequently, the members at their Annual
General Meeting held on August 28, 2024 have approved his
appointment as a Non-Executive Non-Independent Director,
liable to retire by rotation.

Cessation(s) / Resignation(s)

During the year under review Mr. Vipul Indravadan Desai
(DIN: 08350894) stepped down as Non-Executive Non¬
Independent Director (Nominee Director) of the Company
with effect from May 29, 2024.

Retire by Rotation of Mr. Prem Sethi (DIN: 07077034),
Whole Time Director & COO

Mr. Prem Sethi (DIN: 07077034), retires by rotation at the ensuing
AGM and being eligible, has offered himself for re-appointment.
The Board recommends his re-appointment. A resolution
seeking Shareholders'' approval for his re-appointment along
with other required details forms part of the Notice.

Mr. Prem Sethi is not debarred or disqualified from holding
the office of Director by virtue of SEBI Order or any other
authority pursuant to BSE Circular pertaining to enforcement
of SEBI Orders regarding appointment of Directors by Listed
Companies.

Key Managerial Personnel (KMPs) and Senior Managerial
Personnel (SMPs)

The following persons have been designated as the Key
Managerial Personnel pursuant to Sections 2(51) and 203
read with Companies (Appointment and Qualifications of
Directors) Rules, 2014 and Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Prabhat Agrawal, Managing Director and Chief
Executive Officer

2. Mr. Prem Sethi, Whole time Director and Chief
Operating Officer

Changes in KMP
Appointment:

1. Ms. Sanu Kapoor was appointed as Company Secretary
and Compliance Officer w.e.f. January 16, 2025.

2. Mr. Balakrishnan Natesan Kaushik was appointed as
Group Chief Financial Officer w.e.f. April 11,2025.

Cessation:

1. Mr. Jayant Prakash resigned as Vice President -
General Counsel, Company Secretary and Compliance
Officer w.e.f. December 12, 2024.

2. Mr. Venkataramana Ram Chebolu (Mr. CV Ram)
resigned as Group Chief Financial Officer w.e.f. April
10, 2025.

The details of the Senior Managerial Personnel forms part of
Corporate Governance Report.

Declaration by Independent Directors

The Company has received declarations from all the
Independent Directors confirming that they meet with the
criteria of independence as prescribed under Section 149(6)
of the Act and Regulation 16(1)(b) of the Listing Regulations.
There has been no change in the circumstances affecting
their status as Independent Directors of the Company and in
the opinion of the Board, the Independent Directors fulfill the

conditions specified under the Act and the Listing
Regulations and are Independent of the management.

In terms of Regulation 25(8) of the SEBI Listing Regulations,
the Independent Directors have confirmed that they are not
aware of any circumstance or situation, which exists or may
be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective
independent judgement and without any external influence

Familiarization Programme for Directors

In compliance with the requirements of Regulation 25(7)
of the Listing Regulations, disclosure pertaining
to familiarization programmes for Directors can
be accessed on the website of the Company at
https://www.enterohealthcare.com/investor/corporate-
governance/independent-directors.php

Meetings:

During the Financial year 2024-25, Ten (10) meetings of Board
of Directors were held. The intervening gap between two
consecutive meetings was within the period prescribed
under the Companies Act 2013 and Secretarial Standards on
Board Meetings as amended from time to time. Details of
Board Meetings and attendance of the Directors are provided
in Corporate Governance Report which forms a part of this
Annual Report.

Performance Evaluation

The Board of Directors, on the recommendation of the
Nomination and Remuneration Committee, has adopted a
Policy and criteria for evaluation of the Board, its Committees
and Individual Directors. The performance of the Board and
its Committees were evaluated after seeking inputs from all
the Directors on the basis of criteria such as the composition
and meetings, role & responsibilities and overall effectiveness
of the Board & Committees. Evaluation of the performance of
all Individual Directors (including Independent Directors and
Chairperson) was also done during the year.

Pursuant to Schedule IV of the Act read with Regulation 25 of
SEBI Listing Regulations, the Independent Directors met on
March 21, 2025, without the presence of Non-Independent
Directors. Further, details regarding this are mentioned in the
Corporate Governance Report forming part of this Annual
Report.

Remuneration Policy and Criteria for Appointment of
Directors

The Nomination and Remuneration Policy of the Company
provides roles and responsibilities of the Nomination and
Remuneration Committee and the criteria for evaluation of

the Board and compensation of the Directors and senior
management. Further the assessment and appointment of
members to the Board is based on a combination of criterion
that includes ethics, personal and professional stature,
domain expertise and specific qualification required for the
position. The potential Independent Board member is also
assessed on the basis of independence criteria defined in
Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the Listing Regulations.

In accordance with Section 178(3) of the Companies Act,
2013 and Regulation 19(4) of the Listing Regulations and on
recommendation of the Nomination and Remuneration
Committee, the Board has adopted a policy including criteria
for determining the qualification, positive attributes,
independence and other matters for appointment and
remuneration of Directors, Key Management Personnel and
Senior Managerial Personnel. The said Policy is uploaded on
the website of the Company at www.enterohealthcare.com
and is followed for respective appointment(s).

The remuneration paid to the directors is as per the terms laid
out in the Nomination and Remuneration Policy of the
Company.

Board Committees

In compliance with the Statutory requirements, the Company
has constituted committees namely Audit Committee,
Nomination and Remuneration Committee, Stakeholder
Relationship Committee, Risk Management Committee. The
Company had also constituted Internal Finance Committee
on June 26, 2024 for matters inter-alia related to availing of
borrowings, invest the funds and providing guarantees.

A detailed update on the Board, its composition, governance
of committees, terms and reference of various committees,
number of committee meeting held during the year is
provided in the Corporate Governance Report, which forms a
part of this Annual Report.

During the year, all recommendations made by the
committees were approved by the Board.

Risk Management

The Board of the Company formed a Risk Management
Committee to frame, implement and monitor the Risk
Management Policy of the Company. The Committee is
responsible for monitoring and reviewing the Risk
Management Policy and ensuring its effectiveness. The major
risks identified by the businesses and functions are
systematically addressed through mitigating actions on a
continuous basis.

The Company has developed and implemented
the risk management policy for the company. The risk
management policy approved by the Board of
Directors is available on the website of the company at
https://www.enterohealthcare.com/investor/corporate-
governance/policies.php.

Internal Financial Control system and adequacy

The Board has adopted systems, policies and procedures for
efficient conduct of business, operations, safeguarding its
assets and prevention of frauds. This ensures accuracy and
completeness of accounting records and its timely
preparation.

Directors'' Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, your
Directors state that:

1. in the preparation of the annual accounts for the FY
2024-25, the applicable accounting standards had
been followed along with proper explanation relating
to material departures, if any;

2. the directors 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 for the financial year ended March 31,2025,
and of the profits and loss of the Company for that
period;

3. the directors had 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;

4. the directors have prepared the annual accounts on a
going concern basis;

5. the directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively; and

6. 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;

Related Party Transactions

The Company has formulated a Policy on Related Party
Transactions in accordance with the provisions of Sections 177
and 188 of the Act and Rules made thereunder read with
Regulation 23 of SEBI Listing Regulations, and the same is
available on the website of the Company at
www.enterohealthcare.com.

During the year under review, all transactions entered into by
the Company with Related Parties as defined under the Act and
the Listing Regulations, were in the ordinary course of business
and on an arm''s length basis and there were no material related
party transactions as per the materiality threshold limit during
the year under review. The required Form AOC-2 is annexed as
Annexure-I for the particulars of related party transactions to be
disclosed under Section 134(3) (h) of the Act.

Details of related party transactions entered into by the
Company, in terms of Ind AS-24 have been disclosed in the
Note. 48 of the standalone and Note. 50 of the consolidated
financial statements, respectively, forming part of this Annual
Report.

Compliance with Downstream Investment requirements

During the year under review, the Company had complied
with applicable requirements in respect of Downstream
Investment(s) made during the year, as per Foreign Exchange
Management (Non-debt Instruments) Rules, 2019, issued by
Reserve Bank of India (“RBI") and has obtained a certificate
from the Statutory Auditors of the Company in respect of the
same. The auditors certificate would be available at Annual
General Meeting for inspection by members.

Vigil Mechanism/ Whistle Blower Policy

The Company has Whistle-Blower Policy (Whistle-Blower/
Vigil Mechanism) to report concerns. Under this policy,
provisions have been made to safeguard persons who use
this mechanism from victimization.

The policy also provides access to the chairperson of
the Audit Committee under certain circumstances. The
said Policy is also available on the Company''s website
https://www.enterohealthcare.com/investor/corporate-
governance/policies.php.

Statutory Auditors

The Members at the AGM held on August 28, 2024,
approved the appointment of M/s. M S K A & Associates (Firm
Registration No. 105047W), Chartered Accountants, as the
statutory auditors of the Company for a period of five years
commencing from the conclusion of the 6th AGM held on
August 28, 2024, until the conclusion of 11th AGM of the
Company to be held in the year 2029.

The report of the Statutory Auditors forms part of the Annual
Report for FY 2024-25. The said report does not contain any
qualification, reservation, adverse remark or disclaimer.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and the

Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014, M/s. Ranjeet Pandey & Associates,
Practicing Company Secretaries (Membership No. F5922,
Certificate of Practice 6087) were appointed to conduct the
Secretarial Audit of the Company for Financial Year 2024¬
2025. The Secretarial Audit Report for FY 2024-25 is attached
as "Annexure-II A".

The Secretarial Auditor''s certificate confirming compliance
with conditions of corporate governance as stipulated under
Listing Regulations, for financial year ended March 31, 2025
also forms part of this Report.

Pursuant to recommendation of the Audit Committee, the
Board of Directors proposes and recommends to the
members of the Company for appointment of M/s. BNP &
Associates, a peer reviewed firm of Practicing Company
Secretaires, as Secretarial Auditors for carrying out Secretarial
Auditor of the Company for a period of 5 years i.e. for April 01,
2025 to March 31,2030.

The observations and comments given by the Secretarial
Auditor in their Report are self-explanatory and hence do not
call for any further comments under Section 134 of the Act.

Secretarial Audit Report of Material Unlisted Subsidiary

As per regulation 24(A) of SEBI Listing Regulations, a listed
company is required to annex the secretarial audit report of its
material unlisted subsidiary in India to its Annual Report.
Novacare Healthcare Solutions Limited ("Novacare") has been
identified as Material Unlisted Subsidiary of the Company in
India for FY25 and accordingly the Company is annexing the
Secretarial Audit Report of Novacare as "Annexure II B"

Significant and Material Orders Passed by the Courts/
Regulators

During FY 2024-25, there were no significant and/or material
orders, passed by any Court or Regulator or Tribunal, which
may impact the going concern status or the Company''s
operations in future.

Corporate Social Responsibility

Based on the applicable provisions, the Company has adopted a
CSR Policy. The said Policy is also available on the Company''s
website https://www.enterohealthcare.com/investor/corporate-
governance/policies.php.

However, provisions relating to CSR spent were not
applicable to the Company during FY 2024-25. Therefore,
there is no requirement of providing Annual Report on CSR
activities, in terms of Section 135 of the Act and the Rules
framed thereunder.

Information Required Under Sexual Harassment of
Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at
workplace and has adopted a Policy on prevention,
prohibition and redressal of sexual harassment at workplace
in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules there under for prevention and
redressal of complaints of sexual harassment at workplace.
All women associates (permanent, temporary, contractual
and trainees) as well as any women visiting the Company''s
office premises or women service providers are covered
under this Policy.

All employees are treated with dignity with a view to
maintain a work environment free of sexual harassment
whether physical, verbal or psychological.

The Company has complied with the provisions relating to
the constitution of Internal Complaints Committee (ICC)
under the Prevention of Sexual Harassment Act to redress
complaints received regarding sexual harassment.

The necessary disclosure in terms of requirements of SEBI
(Listing Obligations and Disclosure Requirement)
Regulations, 2015 in this regard is given below:

a. No. of complaints filed during the Financial Year: Nil

b. No. of complaints disposed off during the Financial
Year: Nil

c. No. of complaints pending as on end of Financial Year:
Nil

Secretarial Standards

The Directors state that applicable Secretarial Standards i.e.
SS-1 and SS-2, relating to ''Meeting of Board of Directors'' and
''General Meetings'' respectively have been duly complied by
the Company.

Particulars of Employees

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, are attached as
Annexure-III forming part of this Report.

In terms of Section 197(12) of the Act, read with Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the
names and other particulars of the employees drawing
remuneration in excess of limits set out in said rules forms part
of this Report. Considering the provisions of Section 136 of the

Act, the Annual Report, excluding the aforesaid information, is
being sent to the Members of the Company and others
entitled thereto. The said information is available for inspection
at the registered office of the Company or through electronic
mode during business hours on working days up to the date of
the forthcoming AGM, by Members. Any Member interested in
obtaining a copy thereof may send an e-mail to
[email protected].

Conservation of Energy, Research and Development,
Technology Absorption, Foreign Exchange Earnings and
Outgo

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo

stipulated under Section 134(3)(m) of the Act, read along
with Rule 8 of the Companies (Accounts) Rules, 2014, is
annexed herewith as Annexure - IV.

Copy of Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the
Companies (Management and Administration) Rules, 2014,
the Annual Return for FY2024-25 is uploaded on the website
of the Company and the same is available on
https://www.enterohealthcare.com/investor/corporate-
governance/annual-return.php.

Utilization of Issue Proceeds

The details of utilization of Issue proceeds of the IPO are submitted to the Stock Exchanges on quarterly basis and are available on
their websites. As on March 31,2025, there was no material variation between projected utilization of funds in the Offer document
and the actual utilisation of funds.

The following table sets forth details of the utilisation of Net Proceeds:

^a (INR in Millions)

Sr. No.	Particulars	Utilisation as per prospectus	Utilisation up to March 31,2025	Unutilised upto March 31, 2025
1	Repayment/prepayment in full or part, of certain borrowings availed of by our company	1,425.00	1,425.00	-
2	Funding of long-term working capital requirements of the Company and its Subsidiaries during Fiscals 2025 and 2026	4,800.00	3,999.50	800.50
3	Pursuing inorganic growth initiatives through acquisitions	2,370.00	1,930.00	440.00
4	General Corporate purposes	918.30	574.30	344.00
	Total Net Proceeds	9,513.30	7,928.80	1,584.50

In accordance with the requirements of SEBI (ICDR) Regulations, 2018, the Company has appointed ICRA Limited as Monitoring

Agency for review and certification of utilization of the IPO proceeds to the Company.

Disclosures

Your Directors state that for the Financial Year 2024-25, no disclosures are required in respect of the following items and

accordingly affirm as under:

• Material changes and commitments affecting the financial position of the Company between the end of the financial
year and the date of this report;

• Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the
Secretarial Auditor has reported any incident of fraud during the year under review.

• The provisions relating to maintenance of cost records under sub section (1) of Section 148 of the Companies Act, 2013
are not applicable on the Company during the financial year.

• No amount or Shares were required to be transferred to the Investor Education and Protection Fund under the provisions of the
Act.

• The Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

• No Buyback of shares was undertaken by the Company during FY 2024-25.

• There was no change in the nature of the business of the Company.

• There were no instances where the Company required the valuation for one-time settlement or while taking the loan
from the Banks or Financial Institutions.

• No petition/application has been admitted against the Company, under Insolvency and Bankruptcy Code, 2016, by the
National Company Law Tribunal.

• Neither the Managing Director nor the Whole-time Director of the Company receives any remuneration or commission
from any of its subsidiaries.

• There were no revisions of financial statements and the Board''s Report of the Company during the year under review.
Acknowledgement

Your Directors wish to thanks all customers, vendors, investors, bankers and employees for their continued support during the
year. The Directors place on record their sincere appreciation for the assistance and co-operation received from Financial
Institutions, Banks, Government Authorities and Business Partners.

The Directors also wish to express their gratitude to the investors for the faith that they continue to repose in the Company.

For and on behalf of the Board of Directors of
Entero Healthcare Solutions Limited

Prabhat Agrawal Prem Sethi

Managing Director & CEO Whole-Time Director & COO

(DIN: 07466382) (DIN: 07077034)

Place: Mumbai
Date: May 27, 2025

---

Mar 31, 2024

On behalf of the Board of Directors (''the Board''), it is our pleasure to present the 6th Annual Report of the Company along with the Audited Financial Statements (standalone and consolidated) and Auditors Report for the Financial Year ended 31st March, 2024 (”FY 2023-24”).

1. Key Financial Highlights (Standalone and Consolidated)

Financial highlights of the Company for FY 2023-24 as compared to the preceding financial year, on consolidated and standalone basis are given below.

('' in million)

Particulars	Consolidated		Standalone
	For the financial year ended 31st March, 2024	For the financial year ended 31st March, 2023	For the financial year ended 31st March, 2024	For the financial year ended 31st March, 2023
Net Sales /Income from Business Operations	39,223.10	33,002.07	3,181.61	1,776.90
Other Income	144.13	55.14	899.25	525.66
Total Income	39,367.23	33,057.21	4,080.86	2,302.56
Total Expenses other than Interest, Depreciation & Amortization	38,104.67	32,361.99	3,526.55	2,216.06
Profit /(loss) before Interest and Depreciation	1,262.56	695.20	554.31	86.50
Less: Interest	656.84	489.72	223.18	113.04
Profit /(loss) before Depreciation	605.72	205.48	331.13	-26.55
Less: Depreciation and amortization	250.17	242.37	87.48	98.01
Profit / (loss) after depreciation and Interest	355.55	(36.89)	243.65	(124.55)
Exceptional Item	0.00	0.00	0.00	0.00
Less: Current Income Tax	133.78	99.65	-	-
Less: Previous year adjustment of Income Tax	-	-	-	-
Less: Deferred Tax	(176.22)	(25.49)	(140.75)
Net Profit after Tax	397.99	(111.05)	384.40	(124.55)
Remeasurement of Benefit liabilities/ (Assets)	(2.58)	8.11	1.40	0.96
Income Tax relating to items that will not be reclassified to profit & loss account	0.41	(1.48)	(0.35)
Total Comprehensive Income	(2.17)	6.63	1.05	0.96
Less: Minority share of profits / losses	6.90	4.59	-	-
Dividend (including Interim if any and final)	-	-	-	-
Net Profit after dividend and Tax	395.82	(104.42)	385.45	(123.59)
Earnings per share (Basic) in '' Actual	10.81	(0.18)	10.63	(0.19)
Earnings per Share (Diluted) in '' Actual	10.81	(0.18)	10.63	(0.19)

2. State of Company''s affairs

The Standalone and Consolidated Financial Statements of your Company for FY 2023-24 are prepared in compliance with the applicable provisions of the Companies Act, 2013 (''the Act''), Indian Accounting Standards (''Ind AS'') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (''SEBI Listing Regulations'').

The revenue from operations on standalone basis for FY 2023-24 stood at '' 3,181.61 million as against '' 1,776.90 million for FY 2023-24, whereas the profit for FY 2023-24 stood at '' 384.40 million as against Loss of '' 124.55 million for FY 2023-24.

The revenue from operations on consolidated basis for FY 2023-24 stood at '' 39,223.10 million as against '' 33,002.07 million for FY 2023-24. Whereas the Profit for FY 2023-24 stood at '' 397.99 million as against loss of '' 111.05 million for FY 2023-24.

The Company''s performance has been discussed in detail in the "Management Discussion and Analysis Report"

which forms a part of this Report.

3. Business Operations & Future Outlook

Please refer page 6 to 9 and 18 to 21 for the Business Operations & Future Outlook.

4. Transfer to Reserves

The Company does not propose to transfer any amount to the General Reserve.

5. Dividend

I n order to conserve the resources of the Company, the Board doesn''t recommend any dividend for the Financial Year under review.

6. Initial Public Offering ("IPO") of Equity Shares

During the year under review, your Company made an Initial Public Offering ("IPO") consisting of fresh issue of 79,55,769 equity shares and offer for sale of 47,69,475 equity shares of face value of '' 10/- each of the Company for cash at a price of '' 1258/- per equity share including a premium of '' 1248/- aggregating to '' 15,999 million by allotment/ transfer. The IPO included reservation for employees of the Company and its subsidiaries and accordingly 15,268 equity shares of '' 10/- each were allotted at a premium of '' 1,129/-, being discount of '' 119/- per equity share, as permitted under applicable SEBI(ICDR) Regulations. The fresh issue consisted of approx. '' 10,000 million. The issue opened on Friday, 9th February, 2024 and closed on Tuesday, 13th February, 2024. The Company successfully completed the IPO process and the equity shares of the Company were listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") on 16th February, 2024.

7. Utilization of Issue Proceeds

The details of utilization of Issue proceeds of the IPO are submitted to the Stock Exchanges on quarterly basis and are available on their websites. As on 31st March, 2024, there was no material variation between projected utilization of funds in the Offer document and the actual utilisation of funds.

The following table sets forth details of the utilisation of the Net Proceeds:

('' in million)

Sr. No.	Particulars	Total estimated amount/ expenditure to be funded from the Net Proceeds of IPO	Estimated deployment of Net Proceeds in Financial Year 2024	Actual deployment of Net Proceeds in Financial Year 2024
1.	Repayment/prepayment, in full or part, of certain borrowings availed of by your Company	1,425.00	1,425.00	1,425.00
2.	Funding of long-term working capital requirements of the Company and its Subsidiaries during Fiscals 2025 and 2026	4,800.00	1,500.00	1,579.50
3.	Pursuing inorganic growth initiatives through acquisitions	2,370.00	600.00	-
4.	General Corporate purposes	917.00	93.00	102.70
	Total Net Proceeds	9,512.00	3,618.00	3,107.20

In accordance with the requirements of SEBI (ICDR) regulations, the Company has appointed ICRA Limited as Monitoring Agency for review and certification of utilization of the IPO proceeds to the Company.

8. Share Capital

A. Authorised Share Capital

As on 31st March, 2024, Authorised Share Capital of the Company is '' 9,74,35,00,000/- (Nine Hundred Seventy-Four Crores and Thirty-Five Lakhs Only) divided into 7,45,70,000 (Seven Crores Forty-Five Lakhs Seventy Thousand Only) Equity Shares of '' 10/-each and 89,97,80,000 (Eighty-Nine Crores Ninety-Seven Lakhs Eighty Thousand Only) Compulsorily Convertible Cumulative Preference Shares ("CCPS”) of ''10/- each.

B. Changes in Issued, Subscribed and Paid-up Share Capital

During the FY 2023-24, the changes in Issued, Subscribed and Paid-up Equity Share Capital of your Company was as follows:

Particulars	No. of Equity Shares of Face Value of '' 10/- each	Amount (in '') (Excluding Premium)
Issued, Subscribed and Paid-up Equity Share Capital at the beginning of the financial year 2023-24	41,11,527	4,11,15,270
Equity Shares issued/allotted during the financial year 2023-24, pursuant to conversion of Compulsorily Convertible Cumulative Preference Shares	3,14,31,671	31,43,16,710
Equity Shares issued/allotted during the financial year 2023-24, pursuant to Initial Public Offering	79,50,569	7,95,05,690
Issued, Subscribed and Paid-up Equity Share Capital at the end of the financial year 2023-24	4,34,93,767	43,49,37,670

During the FY 2023-24, the changes in Issued, Subscribed and Paid-up Compulsorily Convertible Cumulative Preference Share Capital of your Company was as follows:

Particulars	Series A1 CCPS of Face Value of '' 10/- each	Series A2 CCPS of Face Value of '' 10/- each	Series A3 CCPS of Face Value of '' 10/- each	Series A4 CCPS of Face Value of '' 10/- each	Series A5 CCPS of Face Value of '' 10/- each
Number of Preference Shares at the beginning of the financial year 2023-24	47,19,99,900	16,11,70,627	30,96,833	2,73,46,590	—
Number of Preference Shares issued/allotted during the financial year 2023-24		—	—	—	**5,09,84,559
*Number of Preference Share at the end of the financial year 202324	—	—	—	—	—

All the Compulsorily Convertible Cumulative Preference Shares were converted into equity shares on 12 th July, 2023and 27th January, 2024. **netails of A5 CCPS issued and allotted during the financial year 7073-74 are as follows:

SI. No.	Date of Allotment	Mode of issue/ allotment	No. of A5 CCPS Allotted	Face Value per equity share (in '')	Nature of consideration
1.	28-07-2023	Allotment of A5 CCPS	5,00,03,944	10	Cash
2.	31-07-2023	Allotment pursuant to Disposal of Rights Issue of A5 CCPS	9,80,615	10	Cash

Details of Equity Shares allotted due to conversion of CCPS during the financial year 2023-24 are as follows:

SI. No. Date of Mode of issue/ allotment Allotment	No. of Equity shares Allotted	Face Value per equity share (in '')	Nature of consideration
1. 12-07-2023 Allotment of Equity Shares pursuant to Conversion of 85,43,198 A1 CCPS of '' 10/- each	85,43,198	10	N.A.*
2. 12-07-2023 Allotment of Equity Shares pursuant to Conversion of 29,17,188 A2 CCPS of '' 10/- each	29,17,188	10	N.A.*
3. 12-07-2023 Allotment of Equity Shares pursuant to Conversion of 4,94,973 A4 CCPS of '' 10/- each	4,94,973	10	N.A.*
6. 27-01-2024 Allotment of Equity Shares pursuant to Conversion of 46,34,56,702 A1 CCPS of '' 10/-each	1,09,54,617	10	N.A.*
7. 27-01-2024 Allotment of Equity Shares pursuant to Conversion of 15,82,53,439 A2 CCPS of '' 10/-each	37,40,532	10	N.A.*
8. 27-01-2024 Allotment of Equity Shares pursuant to Conversion of 30,96,833 A3 CCPS of '' 10/-each	28,94,741	10	N.A.*
9. 27-01-2024 Allotment of Equity Shares pursuant to Conversion of 2,68,51,617 A4 CCPS of '' 10/-each	6,50,771	10	N.A.*
10. 27-01-2024 Allotment of Equity Shares pursuant to Conversion of 5,09,84,559 A5 CCPS of '' 10/-each	12,35,651	10	N.A.*
Total	3,14,31,671

The equity shares were allotted pursuant to conversion of Compulsorily Convertible Cumulative Preference Shares which were fully paid-up at '' 10/- each.

Details of Equity Shares allotted due to Initial Public Offering ("IPO") during the financial year 2023-24 are as follows:

SI. No. Date of Allotment	Mode of issue/ allotment	No. of shares Allotted	Face Value per equity share (in '')	Nature of consideration
1. 16-02-2024	Allotment of Equity Shares pursuant to IPO	79,50,569	10	Cash

9. Alteration of Memorandum of Association (MOA) & Articles of Association (AOA)

Alteration of MOA

During FY 2023-24, the Object clause of the Memorandum of Association was altered, pursuant to approval of the members of the Company, at their Extraordinary General Meeting held on 30th May 2023, to include service related to marketing and / or promotion of products offered by the Company.

During FY 2023-24, pursuant to approval of the members of the Company, at their Extraordinary General Meeting held on 8th July 2023, Clause V of the MoA was amended to reflect the increase in authorized share capital of the Company from '' 8,043,500,000 divided into 4,570,000 Equity Shares of '' 10/- each, 565,847,000 Series A1 CCPS of '' 10 each, 193,564,100 Series A2 CCPS of '' 10/- each, 3,996,900 Series A3 CCPS of '' 10/- each, and 36,372,000 Series A4 CCPS of '' 10/- each to '' 9,743,500,000 divided into 74,570,000 Equity Shares of '' 10/- each, 565,847,000 Series A1 CCPS of '' 10/- each, 193,564,100 Series A2 CCPS of '' 10/- each, 3,996,900 Series A3 CCPS of '' 10/- each, 36,372,000 Series A4 CCPS of '' 10/- each and 100,000,000 Series A5 CCPS of '' 10/- each.

Pursuant to approval of the members of the Company, at their Annual General Meeting held on 7th August, 2023, Clause I of the MoA was amended to reflect the change in name of your Company from "Entero Healthcare Solutions Private Limited” to "Entero Healthcare Solutions Limited” pursuant to conversion of your Company from a private limited company to a public limited company, and references to the Company were accordingly updated in the MoA.

Alteration of AOA

During FY 2023-24, pursuant to approval of the members of the Company, at their Extraordinary General Meeting held on 17th July 2023, new set of Articles of Association was adopted by the Company to, inter alia, set forth the terms of Series A5 Compulsorily Convertible Cumulative Preference Shares.

I n relation to the IPO and consequent listing of Equity Shares of the Company on stock exchanges, the Articles of Association of the Company were amended/revised in accordance with listing requirements in the Annual General Meeting held on 7th August, 2023. However, in order to retain certain provisions of the investor related restrictions (entrenchment provisions) the Articles of Association prior to amendment were retained and renamed as Part B and a new set of Articles titled Part A was added such that Part A and Part B would co-exist together till filing of Red Herring Prospectus with the Registrar of Companies and upon filing of the same, Part B would automatically stand deleted without any further action in this regard.

During FY 2023-24, pursuant to approval of the members of the Company, at their Extraordinary General Meeting held on 7th September, 2023, Part B of the Articles of Association were altered in accordance with the requirements of Shareholders'' Addendum Agreement dated 6th September, 2023. With effect from the date of filling of Red Herring Prospectus of your Company with Registrar of Companies, i.e. 5th February, 2024, Part A of

the AOA continues to be effective and Part B has become ineffective.

10. Employees'' Stock Option Plans ("ESOPs")

Your Company has Employee Stock Option Plan namely, Entero Employees Stock Option Plan, 2023 ("ESOP 2023”). The said ESOP 2023 is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (hereinafter referred to as "SEBI SBEB & SE Regulations”) and have also been approved by the Members of the Company on 7th September, 2023.

The Secretarial Auditors of your Company have provided a certificate stating that the aforesaid ESOP Plans have been implemented in accordance with SEBI SBEB & SE Regulations and are in accordance with the approval of shareholders of the Company. The said certificate will be placed before the members at the AGM. The disclosures as required under Regulation 14 of SEBI SBEB & SE Regulations, are available on the website of the Company at https://www.enterohealthcare.com/

11. Credit Rating

The Company has obtained Credit Ratings from India Ratings and Research, a Fitch Group Company for its term loans. ("Credit Rating Agency”). The Credit rating(s) were as

fnlln\A/Q¹

Instrument	Rating	Outlook
Term Loan	IND BBB	Stable

12. Deposits

The Company has not accepted or renewed any deposit as covered under Section 73 of the Companies Act, 2013, from its members or the public or others, during FY 2023-24. Further, no amount on account of principal or interest on deposits from the public was outstanding as on 31st March, 2024.

Further the disclosure as per Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:

Sl. No. Particulars	Amount (in '')
1. Deposits accepted during the year	NIL
2. Deposits remained unpaid or unclaimed as at the end of the year	NIL
3. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: i. At the beginning of the year ii. Maximum during the year iii. At the end of the year	NIL
4. Details of deposits which are not in compliance with the requirements of Chapter V of the Act	NIL

13. Material Changes and Commitments affecting the Financial Position of the Company

There are no material changes and commitments affecting the financial position of the Company which had occurred between the end of the financial year and the date of this Report.

14. Adequacy of Internal Financial Controls with Reference to the Financial Statements

The Board has adopted systems, policies and procedures for efficient conduct of business, operations, safeguarding its assets and prevention of frauds. This ensures accuracy and completeness of accounting records and its timely preparation.

15. Subsidiaries, Associates and Joint Ventures

Your Company has the following subsidiaries as on 31st March, 2024. The details are as follows:

Sl. No.	Name of the Subsidiary Companies	Percentage holding
1.	Novacare Healthcare Solutions Private Limited	100.00%
2.	R S M Pharma Private Limited	100.00%
3.	Getwell Medicare Solution Private Limited	85.00%
4.	Sundarlal Pharma Distributors Private Limited	100.00%
5.	Chhabra Healthcare Solutions Private Limited	100.00%
6.	Galaxystar Pharma Distributors Private Limited	100.00%
7.	Avenues Pharma Distributors Private Limited	100.00%
8.	Chirag Medicare Solutions Private Limited	100.00%
9.	Jaggi Enterprises Private Limited	100.00%
10.	Chethana Healthcare Solutions Private Limited	100.00%
11.	Vasavi Medicare Solutions Private Limited	100.00%
12.	SVMED Solutions Private Limited	100.00%
13.	Chethana Pharma Private Limited	100.00%
14.	Millennium Medisolutions Private Limited	100.00%
15.	Rada Medisolutions Private Limited	100.00%
16.	Sesha Balajee Medisolutions Private Limited	100.00%
17.	Barros Enterprises Private Limited	100.00%
18.	Sree Venkateshwara Medisolutions Private Limited	100.00%
19.	Quromed Lifesciences Private Limited	100.00%
20.	Rimedio Pharma Private Limited	100.00%
21.	Curever Pharma Private Limited	100.00%
22.	Calcutta Medisolutions Private Limited	100.00%
23.	Chethana Pharma Distributors Private Limited	100.00%
24.	CPD Pharma Private Limited	100.00%
25.	Atreja Healthcare Solutions Private Limited	100.00%
26.	Western Healthcare Solutions Private Limited	100.00%
27.	City Pharma Distributors Private Limited	100.00%
28.	Zennx Software Solutions Private Limited	100.00%
29.	Swami Medisolutions Private Limited	100.00%
30.	New RRPD Private Limited	100.00%
31.	New Siva Agencies Private Limited	100.00%
32.	Sri Parshva Pharma Distributors Private Limited	100.00%
33.	Sri Rama Pharmaceutical Distributors Private Limited	100.00%

Sl. No.	Name of the Subsidiary Companies	Percentage holding
34.	SVS Lifesciences Private Limited	100.00%
35.	Saurashtra Medisolutions Private Limited	100.00%
36.	S.S. Pharma Traders Private Limited	100.00%
37.	G.S.Pharmaceutical Distributors Private Limited	100.00%
38.	Entero R.S. Enterprises Private Limited *	100.00%
39.	Dhanvanthri Super Speciality Private Limited #	80.00%

* Out of the above, during the FY2023-24, your Company has acquired 100% of the shareholding of Entero R. S. Enterprises Private Limited and thus it has become wholly-owned subsidiary of your Company.

# Further, during the FY 2023-24, your Company has acquired 80% of the shareholding of Dhanvanthri Super Speciality Private Limited and thus it has become Subsidiary of your Company.

Your Board reviewed the affairs of subsidiaries and there has been no material change in the nature of the business of such subsidiaries. Further, no Company ceased to be a subsidiary of the Company during FY 2023-24.

There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013 ("Act”).

In accordance with the requirements of Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company and all its subsidiaries are prepared in accordance with the provisions as specified in the Companies (Accounts) Rules, 2014, form part of the Annual Report. Further, a statement containing the salient features of the financial statement of the Company''s subsidiaries in the prescribed form AOC-1 is attached as "Annexure-I” to the Board''s Report. This statement also provides the details of the performance and financial position of each subsidiary.

I n accordance with Section 136 of the Companies Act, 2013, the audited financial statements and related information of the subsidiaries, where applicable, will be available for inspection on demand in electronic form. These will also be available on the Company''s website at https://www.enterohealthcare.com/

16. Particulars of Loans, Guarantees or Investments

The Company makes investments or extends loans/ guarantees to its subsidiaries/wholly owned subsidiaries for their business purpose. Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, form part of the notes no 52 to the standalone financial statements forming part of this Annual Report.

17. Corporate Governance and Additional Shareholders'' Information

Your company practices a culture that is built on transparency and ethical values. A detailed Report on the corporate governance systems and practices of the Company is given separately in this Annual Report.

A certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of corporate governance is attached to the Report on corporate governance.

18. Management Discussion and Analysis

A detailed Report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), is provided as a separate chapter in the Annual Report.

19. Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report of the Company for the year ended 31st March, 2024, is provided in a separate section and forms part of this Annual Report and is also made available on the website of the Company at https://www.enterohealthcare.com/.

20. Board of Directors and Key Management Personnel Appointment/ Re-appointment of Directors

Your Company has an optimum combination of Directors on its Board of Directors (''Board''). As on 31st March, 2024, the Board consisted of two (2) Executive Directors, three (3) Non-Executive Independent Directors including one (1) Woman Independent Director and three (3) Non-Executive Directors (Nominee Directors), including one (1) Woman Director, in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. Your Directors are eminent individuals of diverse backgrounds with skills, experience and expertise in various field, the complete list of which has been provided in the Corporate Governance Report forming part of this Report.

During FY 2023-24, the following changes took place in the Board composition:

Appointment(s)

Mr. Sujesh Vasudevan (DIN: 08240092) was appointed as an Additional (Independent) Director w.e.f. 25th August, 2023 and subsequently, the members at their Extra Ordinary General Meeting held on 7th September, 2023 have approved his appointment as a Non-Executive -Independent Director for a term of 3 years, w.e.f. 25th August, 2023, not liable to retire by rotation. Mr. Vasudevan has been designated as the Chairman of the Board w.e.f. 26th August, 2023.

Mrs. Sandhya Gadkari Sharma (DIN: 02005378) was appointed as an Additional (Independent) Director w.e.f. 25th August, 2023 and subsequently, the members at their Extra Ordinary General Meeting held on 7th September, 2023 have approved her appointment as a Non-Executive

- Independent Director for a term of 3 years, w.e.f. 25th August, 2023, not liable to retire by rotation.

Mr. Rajesh Shashikant Dalal (DIN: 03504969) was appointed as an Additional (Independent) Director w.e.f. 25th August, 2023 and subsequently, the members at their Extra Ordinary General Meeting held on 7th September, 2023 have approved his appointment as a Non-Executive

- Independent Director for a term of 3 years, w.e.f. 25th August, 2023, not liable to retire by rotation.

Mr. Vipul Indravadan Desai (DIN: 08350894) was reappointed as Non-Executive Non-Independent Director (a nominee of Prasid Uno Family Trust) w.e.f. 25th August, 2023 and subsequently, the members at their Extra Ordinary General Meeting held on 7th September, 2023 have approved his appointment as a Non-Executive NonIndependent Director (Nominee Director), liable to retire by rotation.

Mr. Arun Sadhanandham (DIN: 08445197) was re-appointed as Non-Executive Non-Independent Director (a nominee of Orbimed Asia III Mauritius Limited) w.e.f. 25th August, 2023 and subsequently, the members at their Extra Ordinary General Meeting held on 7th September, 2023 have approved his appointment as a Non-Executive Non-Independent Director (Nominee Director), liable to retire by rotation.

Ms. Sumona Chakraborty (DIN: 09597426) was appointed as Additional Non-Executive Non-Independent Director (a nominee of Orbimed Asia III Mauritius Limited) w.e.f. 24th August, 2023 and subsequently, the members at their Extra Ordinary General Meeting held on 7th September, 2023 have approved her appointment as a Non-Executive Non-Independent Director (Nominee Director), w.e.f. 7th September, 2023, liable to retire by rotation.

Mr. Prabhat Agrawal was re-appointed as Managing Director and Chief Executive Officer of the Company w.e.f. 26th August, 2023 for a period of 5 years, liable to retire by rotation.

Mr. Prem Sethi was re-appointed as Whole-time Director and Chief Operating Officer of the Company w.e.f. 26th August, 2023 for the period of 5 years, liable to retire by rotation.

Cessation(s) / Resignation(s)

Mr. Sunny Sharma, Non-Executive Director, resigned from the Board w.e.f. 23rd August, 2023. The Board places on record appreciation for his invaluable contribution and guidance during his tenure.

Retire by Rotation of Ms. Sumona Chakraborty (DIN: 09597426), Non-Executive Non-Independent Director (Nominee)

All the Directors (other than the Independent Directors), on the Board of your Company are liable to retire by rotation. In terms of the provisions of Section 152(6) of the Act and the Rules made thereunder, Ms. Sumona Chakraborty (DIN: 09597426), Non-Executive Non-Independent Director (Nominee) is scheduled for retirement by rotation at the ensuing AGM. Ms. Sumona Chakraborty, being eligible, has offered herself for re-appointment. Based on the recommendations of the Nomination & Remuneration Committee, the Board recommends the re-appointment of Ms. Sumona Chakraborty at the ensuing AGM.

A brief resume, nature of expertise, details of directorships held by Ms. Sumona Chakraborty in other companies along with her shareholding in the Company as stipulated under the Secretarial Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as an Annexure to the Notice of the ensuing AGM.

Ms. Sumona Chakraborty is not debarred or disqualified from holding the office of Director by virtue of SEBI Order or any other authority pursuant to BSE Circular pertaining to enforcement of SEBI Orders regarding appointment of Directors by Listed Companies.

Key Managerial Personnel (KMPs) and Senior Managerial Personnel (SMPs)

The following persons have been designated as the Key Managerial Personnel pursuant to Sections 2(51) and 203 read with Companies (Appointment and Qualifications of Directors) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

• Mr. Prabhat Agrawal, Managing Director and Chief Executive Officer

• Mr. Prem Sethi, Whole-time Director and Chief Operating Officer

• Mr. Jayant Prakash, Vice President - General Counsel, Company Secretary and Compliance Officer

• Mr. Venkataramana Ram Chebolu(”CV Ram”), Group Chief Financial Officer

The details of the Senior Managerial Personnel of the Company are as mentioned below:

• Mr. Sambit Mohanty, President Institutional Business

• Mr. Shashwat Nigam, Vice President - Head Retail Pharma Business

21. Declaration by Independent Directors

All the Independent Directors of the Company have given their respective declarations/disclosures under Section 149(7) of the Companies Act, 2013 (''Act'') and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') and have confirmed that they fulfill the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

Further, the Board after taking these declarations/ disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant proficiency, expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management of the Company.

22. Familiarisation Programme for Directors

Disclosure pertaining to familiarisation programmes for Directors is provided on the website of the Company i.e. https://www.enterohealthcare.com/

23. Meetings

During the Financial year 2023-24, Twenty-Six (26) meetings of Board of Directors were held. The maximum gap between two Board Meetings did not exceed 120 days.

Details of Board Meetings and attendance of the Directors are provided in Corporate Governance Report which forms a part of this Report.

24. Performance Evaluation

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has adopted a Policy and criteria for evaluation of the Board, its Committees and Individual Directors. The performance of the Board and its Committees were evaluated after seeking inputs from all the Directors on the basis of criteria such as the composition and meetings, role & responsibilities and overall effectiveness of the Board & Committees. Evaluation of the performance of all Individual Directors (including Independent Directors and Chairman) was also done during the year. The details of the Board Evaluation process are mentioned in the Corporate Governance Report forming part of this Report.

Pursuant to Schedule IV of the Act read with Regulation 25 of SEBI Listing Regulations, the Independent Directors met on 2nd December, 2023 and 22nd March 2024 without the presence of Non-Independent Directors. Further, details regarding this are mentioned in the Corporate Governance Report forming part of this Report.

25. Policy for Appointment of Directors and Remuneration

The Nomination and Remuneration Policy of the Company provides roles and responsibilities of the Nomination and Remuneration Committee and the criteria for evaluation of the Board and compensation of the Directors and Senior Management. Further the assessment and appointment of members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise and specific qualification required for the position. The potential Independent Board member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of the Listing Regulations and on recommendation of the Nomination and Remuneration Committee, the Board has adopted a policy including criteria for determining the qualification, positive attributes, independence and other matters for appointment and remuneration of Directors, Key Management Personnel and Senior Managerial Personnel. The said Policy is uploaded on the website of your Company at https://www.enterohealthcare.com and is followed for respective appointment(s).

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

26. Board Committees

In compliance with the Statutory requirements, the Company has constituted committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Risk Management Committee. The Company had also constituted IPO Committee and Committee of Independent Directors, for matters related to Initial Public Offering of the Company, which stand dissolved w.e.f. 8th March 2024.

A detailed update on the Board, its composition, governance of committees, terms and reference of various committees, number of committee meeting held during the year is provided in the Corporate Governance Report, which forms a part of this Report.

During the year, all recommendations made by the committees were approved by the Board.

27. Business Risk Management

Your Company has developed and implemented the risk management policy for the company. The risk management policy approved by the Board of Directors in their meeting held on 25th August, 2023 is available on the website of the company at https://www.enterohealthcare.com/investor/ corporate-governance/policies.php.

The Company has established a well documented and robust risk management framework under the provisions of Companies Act, 2013. Under this framework, risks are identified across all business process of the Company on continuous basis. Once identified, they are managed systematically by categorizing them. It has been identified as one of the key enablers to achieve the Company''s objectives. Increased competition, impact of recessionary trends on the award of jobs and manpower attrition are some of the major risks faced in the industry. However, your Company has adopted risk mitigation steps so as to protect the profitability of the business.

28. Directors'' Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, your Directors state that:

1. in the preparation of the annual accounts for the FY 2023-24, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

2. the directors 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 for the financial year ended 31st March, 2024, and of the profits and loss of the Company for that period;

3. the directors had 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;

4. the directors have prepared the annual accounts on a going concern basis;

5. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; and

6. 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.

29. Related Party Transactions

Your Company has formulated a Policy on Related Party Transactions in accordance with the provisions of Sections 177 and 188 of the Act and Rules made thereunder read with Regulation 23 of SEBI Listing Regulations, and the same is available on the website of your Company at https://www.enterohealthcare.com.

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between your Company and its related parties. All Related Party contracts or arrangements or transactions entered during the year were on arm''s length basis and in the ordinary course of business and in compliance with the applicable provisions of the Act/ SEBI Listing Regulations. No material Related Party Transactions i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement, were entered during the year by your Company.

None of the contract or arrangement or transaction with any of the Related Parties was in conflict with the interest of your Company. Since all the transactions with related parties during the year were on arm''s length basis and in the ordinary course of business, hence, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to your Company for FY 2023-24.

Details of related party transactions entered into by your Company, in terms of Ind AS-24 have been disclosed in the Note 45 of the standalone and Note 49 of the consolidated financial statements, respectively, forming part of this Report.

30. Compliance with Downstream Investment requirements

During the year under review, the Company had complied with applicable requirements in respect of Downstream Investment(s) made during the year, as per Foreign Exchange Management (Non-debt Instruments) Rules, 2019, issued by Reserve Bank of India ("RBI") and has obtained a certificate from the Statutory Auditors of the Company in respect of the same. The auditors certificate would be available at Annual General Meeting for inspection by members.

There were certain delays in respect of certain reporting requirements of Downstream Investment pertaining to years prior to FY 2023-24, and the Company had filed an application for compounding to the RBI for such delay for the downstream investments made in 17 of the Company''s Subsidiaries. The Company had received the compounding order from RBI dated 4th January, 2024, and has paid the requisite fee of '' 4.74 million during FY 2023-24.

31. Vigil Mechanism/ Whistle Blower Policy

The Company has Whistle-Blower Policy (Whistle-Blower/ Vigil Mechanism) to report concerns. Under this policy, provisions have been made to safeguard persons who use this mechanism from victimization.

The policy also provides access to the chairperson of the Audit Committee under certain circumstances. The said Policy is also available on the Company''s website https://www.enterohealthcare.com/

32. Auditors

A. Statutory Auditors

The Members at the AGM held on 24th December, 2019, approved the appointment of M/s. M S K A & Associates (Firm Registration No. 105047W), Chartered Accountants, as the statutory auditors of your Company for a period of five years commencing from the conclusion of the 1st AGM held on 24th December, 2019, until the conclusion of 6th AGM of your Company to be held in the year 2024.

The report of the Statutory Auditors forms part of the Annual Report for FY 2023-24. The said report does not contain any qualification, reservation, adverse remark or disclaimer.

Your Company, based on the recommendation of the Audit Committee and the Board of Directors vide their resolution of even date 29th May, 2024, proposes and recommends to the members of the Company for re-appointment of M/s. M S K A & Associates (Firm Registration No. 105047W), Chartered Accountants, as the statutory auditors of your Company for the second term of 5 (Five) consecutive years from the conclusion

of the ensuing 6th AGM till the conclusion of 11th AGM of the Company to be held in the calendar year 2029.

B. Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, M/s. Ranjeet Pandey & Associates, Practicing Company Secretaries (Membership No. F5922, Certificate of Practice 6087) were appointed to conduct the Secretarial Audit of the Company for Financial Year 2023-2024. The Secretarial Audit Report for FY 2023-24 is attached as "Annexure-M”.

The Secretarial Auditor''s certificate confirming compliance with conditions of corporate governance as stipulated under Listing Regulations, for financial year ended 31st March, 2024 also forms part of this Report.

33. Board''s Response on Auditors Qualification, Reservation or Adverse Remark

• There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, in their Report for the financial year ended 31st March, 2024. The Report is enclosed with financial statements in this Annual Report.

• The Secretarial Auditors Report for the financial year ended 31st March, 2024 doesn''t contain any qualification, reservations or adverse remarks.

34. Reporting of Frauds

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditor has reported any incident of fraud during the year under review.

35. Significant and Material Orders Passed by the Courts/ Regulators

During FY 2023-24, there were no significant and/or material orders, passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Company''s operations in future.

36. Corporate Social Responsibility

Based on the applicable provisions, your Company has adopted a CSR Policy. The said Policy is also available on the Company''s website https://www.enterohealthcare.com

However, provisions relating to CSR spent were not applicable to the Company during FY 2023-24. Therefore, there is no requirement of providing Annual Report on CSR activities, in terms of Section 135 of the Act and the Rules framed thereunder.

37. Information Required Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Company''s office premises or women service providers are covered under this Policy.

All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) under the Prevention of Sexual Harassment Act to redress complaints received regarding sexual harassment.

The necessary disclosure in terms of requirements of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 in this regard is given below:

a. No. of complaints filed during the Financial Year: Nil

b. No. of complaints disposed off during the Financial Year: Nil

c. No. of complaints pending as on end of Financial Year: Nil

38. Secretarial Standards

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ''Meeting of Board of Directors'' and ''General Meetings'' respectively have been duly complied by the Company.

39. Awards and Recognitions

Please refer page 27 for the awards/recognitions received by the Company and its subsidiaries.

40. Particulars of Employees

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, are attached as Annexure III forming part of this Report.

In terms of Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of limits set out in said rules forms part of this Report. Considering the provisions of Section 136 of the Act, the Annual Report, excluding the aforesaid information, is being sent to the Members of the Company and others entitled thereto. The said information is available for inspection at the registered office of your Company or through electronic mode during business hours on working days up to the date of the forthcoming AGM, by Members. Any Member interested in obtaining a copy thereof may send an e-mail to [email protected]. or [email protected].

41. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

(A) CONSERVATION OF ENERGY-

a.	The steps taken or impact on conservation of energy;	The Company is engaged in pharma / surgical products''
b.	The steps taken by the company for utilising alternate	distribution trading of medicines, etc., which requires very
	sources of energy;	minimum amount of energy. However, the Company has
c.	The capital investment on energy conservation	taken measures to reduce energy consumption, wherever
	equipments;	possible.

(B) TECHNOLOGY ABSORPTION-

(a)	The efforts made towards technology absorption	No new technology has been absorbed during the financial year.
(b)	The benefits derived like product improvement, cost reduction, product development or import substitution.	N.A.
(c)	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- i. the details of technology imported ii. the year of import iii. whether the technology been fully absorbed iv. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	No new technology has been imported during the last three years.
(d)	The expenditure incurred on Research and Development.	NIL

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO-

During the year under review, total Foreign Exchange Earnings and Outgo on actual inflow and outflow basis, is as under:

('' In lakhs)

Particulars	FY 2023-24	FY 2022-23
Foreign Exchange Earning	-	-
Expenditure in Foreign Exchange	294.74	443.42

42. Copy of Annual Return

Pursuant to Section 92(3) and Section 134(3Xa) of the Companies Act, 2013, the Company will place a copy of the Annual Return

as of 31st March, 2024, on its website at https://www.enterohealthcare.com

43. DISCLOSURES

Your Directors state that for the Financial Year 2023-24, no disclosures are required in respect of the following items and

accordingly affirm as under:

• The provisions relating to maintenance of cost records under sub section (1) of Section 148 of the Companies Act, 2013 are not applicable on the Company during the financial year.

• No amount or Shares were required to be transferred to the Investor Education and Protection Fund under the provisions of the Act.

• Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

• No Buyback of shares was undertaken by the Company during FY 2023-24.

• There was no change in the nature of the business of the Company.

• There were no instances where your Company required the valuation for one-time settlement or while taking the loan from the Banks or Financial Institutions.

• No petition/application has been admitted against the Company, under Insolvency and Bankruptcy Code, 2016, by the National Company Law Tribunal.

• Neither the Managing Director nor the Whole-time Director of the Company receives any remuneration or commission from any of its subsidiaries.

• The Company has software for maintaining its books of account and has a feature of recording audit trail for each transaction with audit log.

44. Acknowledgement

We thank our customers, vendors, investors, bankers, employees, for their continued support during the year. We place on record our appreciation for the contribution made by our employees at all levels. Our growth was made possible by their hard work, co-operation and support. We further place on record their sincere appreciation for the assistance and co-operation received from Financial Institutions, Banks, Government Authorities and Business Partners.

For and on behalf of the Board of Directors of Entero Healthcare Solutions Limited

Prabhat Agrawal Prem Sethi

Managing Director & CEO Whole-Time Director & COO

(DIN: 07466382) (DIN:07077034)

Place: Mumbai Place: Mumbai

Address: 29th Floor, Address: House No-03,

N 2901, Lodha World One, Senapati Bapat Marg, Upper Worli, Sector- 37, Amarnagar, Faridabad -121003

Delisle Road, Mumbai-400013

Place : Mumbai

Date : 2nd August, 2024

1

Note: Disclosure pursuant to Rule 2(lXcXviii) of Companies (Acceptance of Deposits) Rules, 2014: No declaration is required as the Company has not received any monies from the Directors during the year.