Directors Report of Gian Life Care Ltd.

Mar 31, 2025

Your Board of Directors (âBoardâ) take pride in presenting their 7^th Annual Report together with
the Audited Financial Statements (âFinancial Statementsâ) for the Financial Year ended on
March 31,2025 (âFY 2024-25â or âperiod under reviewâ).

The year 2024-25 has been remarkable with world economies recovering back strongly from the
lows of COVID-19 Pandemic on improved vaccine coverage and ability of man-kind to raise up
to challenges. The economic activity staged a smart comeback gradually moving towards preÂ¬
pandemic levels.

The summarized standalone and consolidated financial performance of your Company is as
follows:

STANDALONE FINANCIAL HIGHLIGHTS

(Amount in Lakhs)

Particulars	For the Year ended	For the Year ended
	31^st March, 2025	31^st March, 2024
Revenue from Operations	663.10	1311.98
Other Income	24.53	63.93
Total Income	687.63	1375.91
Profit before Interest, Depreciation and Taxes	117.57	682.19
Less: Depreciation and Amortization expenses	47.26	45.98
Less: Interest on borrowings (Finance cost)	40.73	45.00
Profit before tax and exceptional items	29.58	591.21
Less: Exceptional Item	-	-
Profit before Tax (PBT)	29.58	591.21
Tax Expenses: Current Tax	12.85	161.32
Tax of previous year	-	-
Deferred Tax	1.22	0.32
Net Profit/(Loss) after tax (PAT)	15.51	429.57
Other Comprehensive Income/ (Loss)	0.75	(0.68)
Total Comprehensive Income/ (Loss)	14.76	430.25
Earnings per share (Basic & Diluted)	0.14	4.16
Paid Up Share Capital	10,34,15,240	10,34,15,240

(Amount in Lakhs)

Particulars	For the Year ended	For the Year ended
	31^st March, 2025	31^st March, 2024
Revenue from Operations	663.09	1312.02
Other Income	26.48	66.83
Total Income	689.57	1378.85
Profit before Interest, Depreciation and Taxes	117.94	674.18
Less: Depreciation and Amortization expenses	62.87	53.10
Less: Interest on borrowings (Finance cost)	51.22	46.36
Profit before tax and exceptional items	3.85	574.72
Less: Exceptional Item	-	-
Profit before Tax (PBT)	3.85	574.72
Tax Expenses: Current Tax	12.85	161.32
Tax of previous year	-	-
Deferred Tax	(5.29)	(1.82)
Net Profit/(Loss) after tax (PAT)	(3.71	415.22
Add: - Share of profit/ loss transferred to/ from minority interest	-	-
Other Comprehensive Income	0.75	(0.68)
Net Profit for the year (after adjustment for minority interest)	(4.46)	415.90
Earnings per share (Basic & Diluted)	(0.04)	4.02
Paid Up Share Capital	10,34,15,240	10,34,15,240

FINANCIAL HIGHLIGHTS AND OPERATION

The Company is engaged in the business of providing diagnostic and related healthcare tests
and services in various cities connecting Kanpur and nearby areas. The Company provides a
broad range of diagnostic and related healthcare tests and services such as patient diagnosis,
prevention and wellness diagnosis services to its patients and healthcare providers. The
Company is in process to open several diagnostics labs in various parts of the Company. Apart
from the major lab in Kanpur, our major lab in Lucknow, Uttar Pradesh has also become
completely operational w.e.f. April, 2022.

The Key highlights pertaining to the business of the Company for the financial year 2024-25
have been given hereunder:-
Standalone

â¢ The Total Revenue from operations of the Company during the financial year 2024-25
was INR 663.10 Lakhs

â¢ The Net Profit before tax for the year under review was INR 29.58 Lakhs

â¢ The Net Profit after tax for the year under review was INR 14.76 Lakhs

Consolidated

â¢ The Total Revenue from operations of the Company during the financial year 2024-25
was INR 663.09 Lakhs.

â¢ The Net Profit before tax for the year under review was INR 3.85 Lakhs.

â¢ The Net Profit after tax for the year under review was INR (4.46) Lakhs.

The consolidated financial statements of your Company for the Financial Year 2024-25, are
prepared in compliance with applicable provisions of the Companies Act, 2013 (âthe Actâ),
Indian Accounting Standards (âInd- ASâ) and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulations"). The
consolidated financial statements have been prepared on the basis of audited financial
statements of the Company and its Subsidiaries, as approved by their respective Board of
Directors.

Your Company has complied with all the acts, rules, regulations and guidelines
issued/prescribed by the Securities Exchange Board of India, Reserve Bank of India, Ministry of
Corporate Affairs and other statutory authorities subject to some delayed compliances due to
some unavoidable reasons. The inter-corporate loans, investments and guarantees, given by
the Company during the period under review, if any, were in the ordinary course of business
and at arm''s length. The Financial Statements are forming part of this Annual Report.

RESERVES

During the year under review, no amount has been transferred to the General Reserve of the
Company from current year profits.

SHARE CAPITAL
Authorized Share Capital

During the year under review, the Authorized Share Capital of the Company was increased from
INR 12,00,00,000/- (Rupees Twelve Crores only) consisting of 1,20,00,000 (One Crore Twenty
Lakhs) Equity Shares of Rs.10/- (Rupees Ten) each to INR 42,00,00,000/- (Rupees Forty Two
Crores only) consisting of 4,20,00,000 (Four Crore Twenty Lakhs) Equity Shares of Rs.10/-
(Rupees Ten) each in the 6^th Annual General Meeting of the Company held on September 30,
2024. As on March 31, 2025, the Authorised Share Capital of the Company stood at INR
42,00,00,000/- (Rupees Forty-Two Crores only) consisting of 4,20,00,000 (Four Crore Twenty
Lakhs) Equity Shares of Rs.10/- (Rupees Ten) each.

Issued, Subscribed and Paid-up Share Capital

The Issued, Subscribed and Paid-up Share Capital of the Company as on 31^st March, 2025 was
INR 10,34,15,240/-. In the FY 2021-22, the Company issued and allotted 56,40,830 bonus
equity shares of INR 10/- each to its shareholders in the ratio of 6:5 by capitalizing a sum of INR
5,64,08,300/- (duly approved by the shareholders through Postal Ballot) and accordingly the
additional new shares issued and allotted pursuant to the bonus issue got trading approval from
the BSE w.e.f. April 11, 2023. Further the shares of the Company got migrated to the Main
Board of the Bombay Stock Exchange w.e.f. January 10, 2023 vide Notice No. 20230106-32
dated January 06, 2023 as issued by the Bombay Stock Exchange.

During the year under review, your Company has not issued any Equity Share with differential
rights, Sweat Equity Shares or Bonus Shares as there was no change in the Issued, Subscribed
and Paid-up Share Capital of the Company.

TRANSFER OF UN-CLAIMED IPO SHARE APPLICATION MONEY TO IEPF

During the year under review, pursuant to the provisions of Section 125 of the Companies Act,
2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016, as amended from time to time, no amount was required to be
transferred to Investor Education and Protection Fund (IEPF) Account of Central Government.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business activity of the Company during the period under
review.

DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY (IES)

The details on the performance and financial positions of Subsidiary (ies), Associate (s) and
Joint Venture Companies are given in Management Discussion & Analysis Report. Further,
pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, the salient features of Financial Statements of Subsidiary, Associate
and Joint Venture Companies in Form No. AOC-1 form part of the Annual Report for FY 2024Â¬
25, separately market as Annexure I.

In terms of Proviso to Section 136(1) of the Companies Act, 2013, your Company will place
separate audited Financial Statements in respect of each of its Subsidiary Company on its
website and also provide a copy of separate audited Financial Statements in respect of each of
its Subsidiary Companies to any Shareholder of the Company who seeks the same. The
Financial Statements of the Subsidiary Companies will also be kept open for inspection at the
registered offices of the Corporation/ respective Subsidiary Companies.

In terms of Regulation 16(1 )(c) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Board
adopted a Policy for Determining Material Subsidiary (âMaterial Subsidiary Policyâ) in terms of
which none of the subsidiaries are material subsidiaries of the Company. Details of the Material
Subsidiary Policy are given in the Corporate Governance Report which is annexed to and forms
an integral part of this Boardâs Report.

DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and to strengthen
the financial position of the Company, your Directors have decided not to recommend any
dividend for the period under review. Therefore, the Companyâs Board of Directors does not
recommend a dividend for the year ended March 31,2025.

INTERNAL CONTROL SYSTEM AND INTERNAL FINANCIAL CONTROLS

The Company has in place an adequate Internal Financial Control System with reference to the
financial statements and Internal Control System, commensurate with the size, scale and
complexity of its operations.

The Directors have laid down Internal Financial Control procedures to be followed by the
Company which ensures the compliance with various policies, practices and statutes, keeping in
view the organizationâs pace of growth and increasing complexity of operations for orderly and
efficient conduct of its business.

The Audit Committee of the Board, is vested with the powers to evaluate the adequacy and
effectiveness of the Internal Financial Control system of the Company, thereby ensuring that:-

1. Systems have been established to ensure that all the transactions are executed in
accordance with the managementâs general and specific authorization.

2. Systems and procedures exist to ensure that all the transactions are recorded so as to
permit preparation of financial statements in conformity with the Generally Accepted
Accounting Principles (GAAP) or any other criteria applicable to such Statements, and to
maintain accountability for effective and the timely preparation of reliable financial
information.

3. Access to assets is permitted only with the managementâs general and specific
authorization. No assets of the Company are allowed to be used for personal purposes,
except in accordance with the terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified /checked at reasonable intervals and
appropriate action is taken with respect to differences, if any.

5. Appropriate systems are in place for prevention and detection of frauds and errors and
for ensuring adherence to the Companyâs various policies as listed on the Website and
otherwise disseminated internally.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board is governed by the relevant provisions of the Companies Act,
2013 and rules made thereunder, the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Articles of Association of the
Company, and all other applicable laws and is in accordance with the best practices in
corporate governance from time to time.

i. Board of Directors

During the Year under review, the following were the Directors of the Company: -

1. Mr. Arun Kumar Gupta (Executive Director; Managing Director)

2. Mrs. Rashika Agarwal (Non-Executive Woman Director)

3. Mr. Umang Gupta (Non-Executive Independent Director)

4. Mr. Abhiram Saran Agarwal (Non-Executive Independent Director)

5. Mr. Ramesh Yadav (Non-Executive Independent Director)

6. Mr. Shivam Mamgain (Non-Executive Director)

ii. Fit and Proper Criteria

All the Directors of the Company duly meet the fit and proper criteria stipulated by the law.

iii. Directorships ceased during the year:

During the year under review, no Directors ceased from the Board.

iv. Directors appointed during the year:

During the year under review, no Directors were appointed on the Board.

iv. Declaration of Independence:

All the Independent Directors of the Company have submitted the declaration of their
independence in conformity of Section 149(7) of the Companies Act, 2013 and rules made
thereunder, stating that they meet the criteria of independence as provided in Section 149(6) of
the Companies Act, 2013 and are not disqualified from continuing as Independent Directors.
During the period under review, the Independent Directors of the Company had no pecuniary
relationship or transactions with the Company, other than the sitting fees, commission and
reimbursement of expenses incurred by them for the purpose of attending the meetings of the
Company. In the opinion of the Board, all the Independent Directors fulfil the criteria of
independence as specified in Companies Act, 2013 and Rules made thereunder read with
Schedule IV as well as Regulation 25 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and they are independent from the Management.

v. Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013 and rules made thereunder, Mr.
Shivam Mamgain, Director of the Company, is liable to retire by rotation at the ensuing Annual
General Meeting and has offered his candidature for re-appointment as a Director of the
Company at the ensuing Annual General Meeting. The Brief profile of Director being reÂ¬
appointed is given in the Notice convening the ensuing Annual General Meeting of the
Company. The Board considered the said re-appointment in the interest of the Company and
hence recommends the same to the Members for approval.

vi. Key Managerial Personnel

During the period under review, there was no other change in the Key Managerial Personnel
(âKMPâ) of the Company.

During the Year under review, the Company had the following KMPs in accordance with the
provisions of the Companies Act, 2013 and rules made thereunder:

Mr. Arun Kumar Gupta - Managing Director
Mrs. Avani Gupta - Chief Financial Officer

Mr. Vanshul Asnani - Company Secretary & Compliance Officer (resigned w.e.f. May

31,2025)

vii. Board Meetings

During the period under review, 21 (Twenty-One) Board meetings were held and the intervening
gap between the meetings were within the period prescribed under the Companies Act, 2013
and rules made thereunder.

viii. Committees of the Board

The following are the Committees constituted by the Board:

i) Audit Committee;

ii) Nomination & Remuneration Committee;

iii) Stakeholder Relationship Committee;

ix. Composition of the Committees:

The following was the composition of the Committees as on 31^st March, 2025:

AUDIT COMMITTEE
Abhiram Saran Agarwal	Chairperson
Umang Gupta	Member
Rashika Agarwal	Member
Vanshul Asnani	Secretary (resigned w.e.f. May 31,2025)

STAKEHOLDERS RELATIONSHIP COMMITTEE
Rashika Agarwal	Chairperson
Umang Gupta	Member
Abhiram Saran Agarwal	Member
Vanshul Asnani	Secretary (resigned w.e.f. May 31,2025)

NOMINATION AND REMUNERATION COMMI1	ITEE
Abhiram Saran Agarwal	Chairperson
Umang Gupta	Member
Rashika Agarwal	Member
Vanshul Asnani	Secretary (resigned w.e.f. May 31, 2025)

x. Board and Committee Meetings

Detai s of meetinas of Board and Committees are as below:

No.

Date of Board Meeting

No. of Directors Present

06/04/2024

2.	29/04/2024	6
3.	22/05/2024	6
4.	30/05/2024	6
5.	10/06/2024	6
6.	28/06/2024	6
7.	20/07/2024	6
8.	07/08/2024	6
9.	14/08/2024	6
10.	31/08/2024	6
11.	05/09/2024	6
12.	30/09/2024	6
13.	25/10/2024	6
14.	07/11/2024	6
15.	14/11/2024	6
16.	10/12/2024	6
17.	24/12/2024	6
18.	15/01/2025	6
19.	14/02/2025	6
20.	03/03/2025	6
21.	31/03/2025	6

S No.	Date of Audit Committee meeting	No. Members Present
1.	06/04/2024	3
2.	22/05/2024	3
3.	30/05/2024	3
4.	07/08/2024	3
5.	14/08/2024	3
6.	30/09/2024	3

7.	14/11/2024	3
8.	14/02/2025	3

S No.	Date of Stake Holders Committee Meeting	No. of Members Present
1.	06/04/2024	3
2.	22/05/2024	3
3.	30/05/2024	3
4.	07/08/2024	3
5.	14/08/2024	3
6.	30/09/2024	3
7.	14/11/2024	3
8.	14/02/2025	3

S No.	Date of Nomination and Remuneration Committee Meeting	No. of Members Present
1.	06/04/2024	3
2.	22/05/2024	3
3.	30/05/2024	3
4.	07/08/2024	3
5.	14/08/2024	3
6.	30/09/2024	3
7.	14/11/2024	3
8.	14/02/2025	3

POLICIES GOVERNING THE APPOINTMENT AND REMUNERATION OF THE DIRECTORS
AND EMPLOYEES

The Nomination & Remuneration Committee develops the competency requirements of the
Board based on the industry and strategy of the Company, conducts a gap analysis and
recommends the reconstitution of the Board, as and when required. It also recommends to the
Board, the appointment of Directors having good personal and professional reputation and
conducts reference checks and due diligence, before recommending them to the Board.

Requirements) Regulations, 2015, the Board has adopted a Policy on diversity of the Board of
Directors and a Policy on remuneration of the directors, key managerial personnel and other
employees. The Policy on Diversity of the Board of Directors have been framed to encourage
diversity of thought, experience, knowledge, perspective, age and gender in the Board. The
Policy on remuneration of the directors, key managerial personnel and other employees is
aligned to the philosophy on the commitment of fostering a culture of leadership with trust.

The Policy on remuneration of the directors, key managerial personnel and other employees
aims: (a) that the level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate Directors, Executives and Other Employees of the quality required to run the
Company successfully; (b) that relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; (c) that remuneration to Directors, Executives and Other
Employees involves a balance between fixed and variable pay reflecting short and long-term
performance objectives appropriate to the working of the Company and its goals; and (d) to
enable the Company to provide a well-balanced and performance-related compensation
package, taking into account shareholder interests, industry standards and relevant Indian
corporate regulations. The Nomination and Remuneration Policy as amended from time to time
is attached as Annexure II. The detailed policy on remuneration of the directors, key
managerial personnel and other employees is available on the Website. The company has
formulated the Nomination and Remuneration Policy in respect of appointment and
remuneration of the directors in pursuance of section 178(3). The Board considered the
Nomination and Remuneration Committeeâs recommendation and approved remuneration of
managerial personnel which is as follows:

Sr. No.	Name of Director	Designation	Proposed remuneration to be
			paid per month
1.	Avani Gupta	CFO	Rs. 40,000/-
2.	Arun Kumar Gupta	Managing Director	Rs. 1,50,000/-

Disclosures pertaining to remuneration and other details as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and
annexed herewith as Annexure III and forms an integral part of this Annual Report.

Particulars of employee remuneration, as required under Section 197 (12) of the Companies
Act, 2013 read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms an integral part of this Annual Report. In terms of the
provisions of the first proviso to Section 136 (1) of the Companies Act, 2013, the Annual Report
is being sent to Members, excluding the aforementioned information. Any Member interested in
obtaining a copy of such statement may write to the Company at [email protected].
Further, None of the employee is in receipt of remuneration in excess of the limits prescribed in
the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has framed a Policy on Prevention of Sexual Harassment at Workplace in
accordance with the applicable laws for all employees of the Company to inter alia ensure that
the employees are not subject to any form of sexual harassment and to constitute the Internal
Complaints Committee to redress the complaints, if any. Your Company is fully committed to
protect the rights of any women, of any age, whether employed or not, who alleges to have
been subjected to any act of sexual harassment within the Companyâs premises. Your Company
provides a safe and healthy work environment.

During the period under review, there were no cases of sexual harassment reported to the
Company.

POLICY ON PERFORMANCE EVALUATION OF THE DIRECTORS, BOARD AND ITS
COMMITTEES

The Nomination & Remuneration Committee has devised a policy for the performance
evaluation of the Independent Directors, Board, its committees and the other individual
Directors and has laid down the performance evaluation and assessment criteria/parameters.
The Independent Directors in terms of Schedule IV to the Companies Act, 2013 and the
provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, at its separate meeting, evaluated the performance of the
Chairman, Non-Independent Directors and the Board as a whole. The Nomination &
Remuneration Committee carried out the evaluation of every Directorâs performance and the
Board carried out a formal evaluation of its own performance, Board Committees and the
performance of each of the Directors, without the presence of the Director being evaluated. The
criteria/parameters laid down for the evaluation of performance of the Independent Directors is
provided in the Corporate Governance report, forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and
Analysis Report is enclosed as a part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

The Board acknowledges the responsibility for ensuring compliance with the provisions of
Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in preparation of the
Financial Statements for the financial year ended on March 31, 2025 and state:

a) That in the preparation of Annual Accounts for the Financial Year ended as at March 31,
2025, the applicable Indian Accounting Standards have been followed along with the
proper explanation relating to the material departures:

b) That 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 at the Financial Year ended as at
March 31, 2025 and of the profit and loss of the Company for the Financial Year ended
on March 31, 2025;

c) That the Directors have 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
or other irregularities;

d) That the Directors have prepared the annual accounts on a going concern basis;

e) That the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and

f) There is a proper system to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, work performed by the internal, statutory and secretarial auditors
and external consultants, including audit of internal financial controls over financial reporting by
the statutory auditors, and the reviews performed by management and the relevant Board
Committees, including the Audit Committee, the Board is of the opinion that the Companyâs
internal financial controls were adequate and effective during the period under review.

PUBLIC DEPOSITS

The Company did not accept any public deposits during the year under review. Therefore, the
disclosures as required under the Companies Act, 2013 and the rules made thereunder, and
Master Directions are not applicable on the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

AUDITORS

a) STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. MSNT & Associates
LLP, Chartered Accountants, Noida (Firm Registration No.: 018542C), were appointed as the
Statutory Auditors of the Company for the Financial Year 2022-23 by the Board on March 01,
2023. Consequently, resolution for re-appointment of M/s. MSNT & Associates LLP, Chartered
Accountants, Noida (Firm Registration No.: 018542C) as Statutory Auditors of the Company to
hold office for a period of 5 (Five) consecutive financial years, from the conclusion of the 5^thAnnual General Meeting of the Company until the conclusion of the 10^th Annual General
Meeting of the Company was approved by the shareholders in the 5^th Annual General Meeting
of the Company. The report submitted by the Statutory Auditors on the Financial Statements of
the Company forms part of this Annual Report which contains the following qualifications:-

1. According to section no. 27 of The Companies Act, 2013, a company shall not, at any
time, vary the terms of a contract referred to in the prospectus or objects for which the
prospectus was issued, except subject to the approval of, or except subject to an
authority given by the company in general meeting by way of special resolution. The
company has so far not spent the entire proceeds of IPO on the proposed object of the
IPO.

2. As disclosed in the financial statements, the Company has maintained a significantly
high balance of cash amounting to ? 693.86 lacs as at the balance sheet date, despite
having outstanding statutory dues aggregating to ? 421.99 lacs.

3. Various loans of the Company were classified as Non-Performing Assets (NPAs) due
to non-payment of interest and/or principal instalments.

Comment by the Board of Directors:

1. Due to the Covid Pandemic, the Company could not open the proposed centres in the
financial year 2020-21. Due to the Covid Pandemic, the Company had differed the
payments to tide over any financial crisis. However, as of now, entire IPO proceeds of
INR 311.52 Lakhs, has been utilised for the said objects.

2. Due to the huge collections at various centers over the years since inception has lead to
huge accumulation in the books and is yet to write off various balances which have
become unrealisable and the Board is trying to do the needful in the matter and making
all requisite efforts to deposit all taxes and dues on priority basis.

3. The Company is running through a severe financial crunch and therefore has not been
able to pay EMIâs on due dates which has lead to the above situation. However, the
Company is making all requisite efforts to comply with the same.

b) SECRETARIAL AUDITORS

The Board had appointed M/s. Prakhar Pandey & Co, Company Secretaries, as the Secretarial
Auditors of the Company to undertake the Secretarial Audit for the financial year 2024-25 in
terms of the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Auditors have submitted their report in the Form MR-3, which forms part of this
Annual Report as âAnnexure IVâ and have reported the following observations: -

1. The Company has not filed E-Form MGT-14 for approval of financial statements for the
year ended March 31, 2024 and approval of Directors Report for the F.Y. 2023-24 with
the concerned Registrar of Companies.

2. The Company has not filed E-Form MGT-14 for resolutions passed at the 6^th Annual
General Meeting of the Company and has also not filed E-Form SH-7 and has not paid
the due fees for increase of authorized share capital of the Company till the date of the
signing of this report.

3. During the year under review, the Company did not maintain a Structured Digital
Database (SDD) to track all communications involving Unpublished Price Sensitive

Information (UPSI), as required by the SEBI (Prohibition of Insider Trading)
Regulations, 2015.

4. The Company has done several delayed filings as required under the SEBI (LODR)
Regulations, 2015 for the Quarters ended December, 2024 and March 2025.

5. The Company is yet to file various forms/ intimations as required under the SEBI
(LODR) Regulations, 2015 for the Quarter ended March 2025 as on the date of signing
of this report

6. The Company is yet to pay various dues/ fines including Annual Listing Fees for the FY
2024-25 imposed by BSE Limited, Mumbai due to late/ non filings envisaged under
various laws of SEBI as on the date of signing of this report.

Comment by the Board of Directors:

1. The Company has been going through severe financial crunch. However the Board
assures that all filings shall be done with on most urgent basis as enumerated above
under the applicable laws.

c) INTERNAL AUDITORS

The Board had appointed M/s. Bhagya Shri & Co., Chartered Accountants, as the Internal
Auditors to undertake internal audit of the Company for the financial year 2024-25 in terms of
the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder.

COST RECORDS

The provisions of the Section 148 of the Companies Act, 2013 read with Companies (Cost
Records and Audit) Rules, 2014, are not applicable on the Company for the period under
review.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith
as âAnnexure Vâ.

CORPORATE GOVERNANCE REPORT

In compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate report on Corporate Governance for the Financial Year 2024-25,
is attached herewith as and forms an integral part of this Annual Report.

RELATED PARTY TRANSACTIONS

All the transactions carried out with related parties for the year under review were on armâs
length basis, which were duly approved by the Audit Committee and are in compliance with the
applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations.

There are no material significant related party transactions made by the Company with
Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with
the interest of the Company at large. The Related Party Transactions Policy as approved by the
Board is uploaded on the Companyâs website. Your Directors draw attention of the members to
Note No. 34 of the Standalone Financial Statement which sets out related party disclosures.

All transactions entered with Related Parties for the year under review were on armâs length
basis and in the ordinary course of business and the provisions of Section 188 of the
Companies Act, 2013 and Rules made there under are not attracted. Thus disclosure in Form
AOC-2 in terms of Section 134 of Companies Act, 2013 is not required.

CODE OF CONDUCT

The Board has approved a Code of Conduct which is applicable to the members of the Board
and all the employees in the course of day-to-day operations of the Company. The Code of
Conduct has been placed on the website of the Company. The Code of Conduct lays down the
standard procedure of business conduct which is expected to be followed by the Directors and
the designated employees in their business dealings and in particular on matters relating to
integrity in workplace, in business practices and in dealing with stakeholders. All the members

of the Board and the Senior Management Personnel have confirmed compliance with the Code
of Conduct.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with the
rules made thereunder and pursuant to the provisions of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
established a Vigil Mechanism to be known as the âVigil Mechanism Policyâ for its Directors
and employees, to report instances of unethical behavior and actual or suspected fraud or
violation of the Companyâs Code of Conduct. The aim of the Vigil Mechanism Policy is to
provide adequate safeguards against victimization of the whistle blower who avails the
mechanism and provides direct access to the Chairman of the Audit Committee, in appropriate
or exceptional cases. Accordingly, the Vigil Mechanism Policy has been formulated with a view
to provide a mechanism for the Directors and employees of the Company to approach the
Ethics Officer or the Chairman of the Audit Committee of the Company.

The purpose of Vigil Mechanism Policy is to provide a framework in order to promote
responsible and secure whistle blowing. It protects employees willing to raise a concern about
serious irregularities within the Company.

During the period under review, no such complaint of unethical or improper activity has been
received by the Company.

PREVENTION OF INSIDER TRADING

The Company has adopted an Insider Trading Policy with a view to regulate the trading in
securities by the designated persons of the Company. The Insider Trading Policy requires preÂ¬
clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company
shares by the designated persons while in possession of unpublished price sensitive
information in relation to the Company and during the period when the trading window is closed.
The Board is responsible for the implementation of the Insider Trading Policy.

The Insider Trading Policy can be accessed from the website of the Company.

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

a) CONSERVATION OF ENERGY

I. Steps taken or impact on conservation of energy - The operations of your Company are
not energy intensive. However, adequate measures have been initiated for conservation
of energy.

II. Steps taken by the Company for utilizing alternate source of energy - though the
operations of the Company are not energy intensive, the Company shall explore
alternative source of energy, as and when the necessity arises.

III. Capital investment on energy conservation equipment - Nil

b) TECHNOLOGY ABSORPTION

I. Efforts made towards technology absorption - The minimum technology required for the
business has been absorbed.

II. Benefits derived like product improvement, cost reduction, product development or
import substitution- Not Applicable

III. In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year) -

a) the details of technology imported: Not Applicable

b) the year of import: Not Applicable

c) whether the technology has been fully absorbed: Not Applicable

d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof: Not Applicable

IV. Expenditure incurred on Research and Development - Not Applicable

c) FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, there were following foreign exchange transactions:

1. Earnings: Nil 2. Outgo: Nil

FRAUD REPORTING

There was no fraud reported by the Statutory Auditors of the Company, under Section 143(12)
of the Companies Act, 2013 and rules made thereunder, to the Board during the period under
review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS
OPERATIONS IN FUTURE

There have been no significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and Companyâs operations in future.

Due to several late filings with BSE Limited, Mumbai, during the period under review, various
fines and penalties have been levied on the Company by the said Body and the Company is
making all efforts to either deposit the same or get the same waived off by making necessary
applications in this regard.

MATERIAL CHANGES AND COMMITMENTS, IF ANY

There have been no material changes during the year under review. The overall performance of
the company was steady and satisfactory. Company successfully managed to pay all its
liabilities in time and managed to carry out all its business and commercial obligations timely
and with dignity. Your directors shall continue to put-in all efforts for a better and bright
prospects of the company. The company is considering various possibilities for optimizing the
present business activities keeping in view the profitability and stability of business of the
company. The company is also pursuing the possibility into other related activities. There have
not been any material changes and commitments affecting the financial position of the company
between the end of the financial year of the company and the date of the Boards'' report.

CORPORATE SOCIAL RESPONSIBILITY

During the period under review, the provisions of Section 135 and Schedule VII to the
Companies Act, 2013, and rules made thereunder, pertaining to Corporate Social Responsibility
(âCSRâ) is not applicable to the Company.

Therefore, the details of expenditures on CSR activities are not furnished by the Company.

RISK MANAGEMENT

The company has adequate Risk management systems for timely identification, assessment,
and prioritization of risks and its consequent effect in terms of uncertainty on objectives of the
company. There is proper and constant follow-up through coordinated and economical
application of resources to minimize, monitor, and control the probability and/or impact of
unfortunate events and to maximize the realization of opportunities.

Risk management policy is guided by the objective to assure that risk uncertainties do not
deflect the endeavor of the operational efforts on each level from the business goals.

HUMAN RESOURCE-INITIATIVES

During the period under review, your Company has strengthened its Management team and
Core Leadership team to steer the Companyâs business conscientiously and diligently. Efforts
have been put in to attract the best talent from the industry to build a strong foundation.

Your Company provides an employee friendly environment where employees are empowered
and given an opportunity to demonstrate their talent, that eventually boost their career growth in
the Company.

LISTING OF SECURITIES

The Equity shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai on
13^th day of January, 2020. The listing fee for the Financial Year 2024-25 has been duly paid/
adjusted.

During the FY 2021-22, the Company issued and allotted 56,40,830 bonus equity shares of INR
10/- each to its shareholders in the ratio of 6:5 by capitalizing a sum of INR 5,64,08,300/- (duly
approved by the shareholders through Postal Ballot) and accordingly the additional new shares

issued and allotted pursuant to the bonus issue got trading approval from the BSE w.e.f. April
11, 2023. Further, the shares of the Company got migrated to the Main Board of the Bombay
Stock Exchange w.e.f. January 10, 2023 vide Notice No. 20230106-32 dated January 06, 2023
as issued by the Bombay Stock Exchange

STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards and such systems are adequate and operating effectively.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items
as there were no transactions on these items during the period under review:

a) The Company has not bought back any of its securities:

b) The Company has not issued any sweat equity shares;

c) The Company has not issued equity shares with differential rights as to dividend, voting
or otherwise;

d) The Company is not liable to transfer amount of dividend lying in the unpaid dividend
account to Investor Education and Protection Fund (IEPF) pursuant to provisions of
Section 125 of the Companies Act, 2013; and

e) There was no revision in the financial statements between the end of the financial year
and the date of this report.

f) During the year under review, there is no application made and/ or no proceeding
pending under the Insolvency and Bankruptcy Code, 2016.

g) During the year under review, requirement of disclosing details of difference between
amount of the valuation done at the time of onetime settlement and the valuation done
while taking loan from the Banks or Financial Institutions along with the reasons thereof
is not applicable on the Company.

ACKNOWLEDGEMENTS

Your Directors would gratefully like to place their appreciation for the assistance and coÂ¬
operation received from the Companyâs bankers during the period under review. The Directors
also acknowledge, with appreciation, the support and co-operation rendered by various
Government Agencies and Departments. Your Directors would also wish to place on record
their deep sense of appreciation for the continued support from all the investors of the
Company._

By Order of the Board of directors
For Gian Life Care Limited

Rashika Agarwal
(Director)

DIN:- 08275078

Shivam Mamgain
(Director)

DIN:-09724726

Arun Kumar Gupta
(Managing Director)

DIN:-01331593

Date:- September 05, 2025
Place:- Kanpur

Mar 31, 2024

Your Board of Directors (âBoardâ) take pride in presenting their 6^th Annual Report together with
the Audited Financial Statements (âFinancial Statementsâ) for the Financial Year ended on
March 31,2024 (âFY 2023-24â or âperiod under review").

The year 2023-24 has been remarkable with world economies recovering back strongly from the
lows of COVID-19 Pandemic on improved vaccine coverage and ability of man-kind to raise up
to challenges. The economic activity staged a smart comeback gradually moving towards preÂ¬
pandemic levels.

The summarized standalone and consolidated financial performance of your Company is as
follows:

STANDALONE FINANCIAL HIGHLIGHTS

(Amount in Lakhs)

Particulars	For the Year ended	For the Year ended
	31^st March, 2024	31^st March, 2023
Revenue from Operations	1311.98	1192.47
Other Income	63.93	69.23
Total Income	1375.91	1261.70
Profit before Interest, Depreciation and Taxes	682.17	270.88
Less: Depreciation and Amortization expenses	45.98	49.69
Less: Interest on borrowings (Finance cost)	45.00	42.51
Profit before tax and exceptional items	591.19	178.68
Less: Exceptional Item	-	-
Profit before Tax (PBT)	591.19	178.68
Tax Expenses: Current Tax	161.32	54.30
Tax of previous year	-	-
Deferred Tax	0.32	(1.36)
Net Profit/(Loss) after tax (PAT)	429.55	125.74
Other Comprehensive Income/ (Loss)	(0.68)	(2.61)
Total Comprehensive Income/ (Loss)	430.23	128.35
Earnings per share (Basic & Diluted)	4.15	1.22
Paid Up Share Capital	10,34,15,240	10,34,15,240

CONSOLIDATED FINANCIAL HIGHLIGHTS

(Amount in Lakhs)

Particulars	For the Year ended	For the Year ended
	31^st March, 2024	31^st March, 2023
Revenue from Operations	1312.01	1192.47
Other Income	66.84	69.23
Total Income	1378.85	1261.70
Profit before Interest, Depreciation and Taxes	674.21	251.49
Less: Depreciation and Amortization expenses	53.10	49.69
Less: Interest on borrowings (Finance cost)	46.36	42.51
Profit before tax and exceptional items	574.75	159.29
Less: Exceptional Item	-	-
Profit before Tax (PBT)	574.75	159.29
Tax Expenses: Current Tax	161.32	54.30
Tax of previous year	-	-
Deferred Tax	(1.82)	(1.36)
Net Profit/(Loss) after tax (PAT)	415.25	106.35
Add:- Share of profit/ loss transferred to/ from minority interest	-	-
Other Comprehensive Income	(0.68)	(2.61)
Net Profit for the year (after adjustment for minority interest)	415.93	108.96
Earnings per share (Basic & Diluted)	4.02	1.03
Paid Up Share Capital	10,34,15,240	10,34,15,240

FINANCIAL HIGHLIGHTS AND OPERATION

The Key highlights pertaining to the business of the Company for the financial year 2023-24
have been given hereunder: -
Standalone

â¢ The Total Revenue from operations of the Company during the financial year 2023-24
was INR 1311.98 Lakhs

â¢ The Net Profit before tax for the year under review was INR 591.19 Lakhs

â¢ The Net Profit after tax for the year under review was INR 430.23 Lakhs

Consolidated

â¢ The Total Revenue from operations of the Company during the financial year 2023-24
was INR 1312.01 Lakhs.

â¢ The Net Profit before tax for the year under review was INR 574.75 Lakhs.

â¢ The Net Profit after tax for the year under review was INR 415.93 Lakhs.

The consolidated financial statements of your Company for the Financial Year 2023-24, are
prepared in compliance with applicable provisions of the Companies Act, 2013 (âthe Actâ),
Indian Accounting Standards (âInd- ASâ) and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ). The
consolidated financial statements have been prepared on the basis of audited financial
statements of the Company and its Subsidiaries, as approved by their respective Board of
Directors.

Your Company has complied with all the acts, rules, regulations and guidelines
issued/prescribed by the Securities Exchange Board of India, Reserve Bank of India, Ministry of
Corporate Affairs and other statutory authorities subject to some delayed compliances due to
some unavoidable reasons. The inter-corporate loans, investments and guarantees, given by
the Company during the period under review, if any, were in the ordinary course of business
and at armâs length. The Financial Statements are forming part of this Annual Report.

RESERVES

During the year under review, no amount has been transferred to the General Reserve of the
Company from current year profits.

SHARE CAPITAL
Authorized Share Capital

During the year under review, there was no change in the authorized share capital of the
Company. As on March 31, 2024 the Authorised Share Capital of the Company stood at INR
12,00,00,000/- divided into 1,20,00,000 equity shares of INR 10/-each. During the previous FY
2021-22, the authorized share capital of the Company was increased from INR 5,00,00,000/- to
INR 12,00,00,000/- which was duly approved by the shareholders of the Company through
Postal Ballot.

The Company proposes to increase its authorized share capital to INR 42,00,00,000/- (Rupees
Forty-Two Crores only) consisting of 4,20,00,000 (Four Crore Twenty Lakhs) Equity Shares of
Rs.10/- (Rupees Ten) each to infuse further equity in the near future. Resolution for the said
increase in authorized share capital of the Company shall be placed before the shareholders for
approval in the ensuing Annual General Meeting of the Company.

Issued, Subscribed and Paid up Share Capital

The Issued, Subscribed and Paid up Share Capital of the Company as on 31^st March, 2024 is
INR 10,34,15,240/-. In the FY 2021-22, the Company issued and allotted 56,40,830 bonus
equity shares of INR 10/- each to its shareholders in the ratio of 6:5 by capitalizing a sum of INR
5,64,08,300/- (duly approved by the shareholders through Postal Ballot) and accordingly the
additional new shares issued and allotted pursuant to the bonus issue got trading approval from
the BSE w.e.f. April 11, 2023. Further the shares of the Company got migrated to the Main
Board of the Bombay Stock Exchange w.e.f. January 10, 2023 vide Notice No. 20230106-32
dated January 06, 2023 as issued by the Bombay Stock Exchange.

During the year under review, your Company has not issued any Equity Share with differential
rights, Sweat Equity Shares or Bonus Shares.

TRANSFER OF UN-CLAIMED IPO SHARE APPLICATION MONEY TO IEPF

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business activity of the Company during the period under
review.

DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY (IES)

In terms of Regulation 16(1)(c) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Board
adopted a Policy for Determining Material Subsidiary (âMaterial Subsidiary Policy") in terms of
which none of the subsidiaries are material subsidiaries of the Company. Details of the Material
Subsidiary Policy are given in the Corporate Governance Report which is annexed to and forms
an integral part of this Board''s Report.

DIVIDEND

INTERNAL CONTROL SYSTEM AND INTERNAL FINANCIAL CONTROLS

The Audit Committee of the Board, is vested with the powers to evaluate the adequacy and
effectiveness of the Internal Financial Control system of the Company, thereby ensuring that:-

1. Systems have been established to ensure that all the transactions are executed in
accordance with the management''s general and specific authorization.

4. The existing assets of the Company are verified /checked at reasonable intervals and
appropriate action is taken with respect to differences, if any.

5. Appropriate systems are in place for prevention and detection of frauds and errors and
for ensuring adherence to the Company''s various policies as listed on the Website and
otherwise disseminated internally.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Board of Directors

During the Year under review, the following were the Directors of the Company:-

1. Mr. Arun Kumar Gupta (Executive Director; Managing Director)

2. Mrs. Rashika Agarwal (Non-Executive Woman Director)

3. Mr. Umang Gupta (Non-Executive Independent Director)

4. Mr. Abhiram Saran Agarwal (Non-Executive Independent Director)

5. Mr. Ramesh Yadav (Non-Executive Independent Director)

6. Mr. Shivam Mamgain (Non-Executive Director)

ii. Fit and Proper Criteria

All the Directors of the Company duly meet the fit and proper criteria stipulated by the law.

iii. Directorships ceased during the year:

During the year under review, the term of Appointment of Mr. Arun Kumar Gupta as Managing
Director of the Company expired on March 15, 2024 and resolution for his re-appointment shall
be placed before the shareholders for approval in the ensuing Annual General Meeting of the
Company. The Brief profile of Director being re-appointed is given in the Notice convening the
ensuing Annual General Meeting of the Company.

iv. Directors appointed during the year:

During the year under review, no Directors were appointed on the Board.

iv. Declaration of Independence:

In the opinion of the Board, all the Independent Directors fulfil the criteria of independence as
specified in Companies Act, 2013 and Rules made thereunder read with Schedule IV as well as
Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and they are independent from the Management.

v. Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013 and rules made thereunder, Ms.
Rashika Agarwal, Director of the Company, is liable to retire by rotation at the ensuing Annual
General Meeting and has offered her candidature for re-appointment as a Director of the
Company at the ensuing Annual General Meeting. The Brief profile of Director being reÂ¬
appointed is given in the Notice convening the ensuing Annual General Meeting of the
Company. The Board considered the said re-appointment in the interest of the Company and
hence recommends the same to the Members for approval.

vi. Key Managerial Personnel

During the period under review, there was no other change in the Key Managerial Personnel
(âKMPâ) of the Company.

During the Year under review, the Company had the following KMPs in accordance with the
provisions of the Companies Act, 2013 and rules made thereunder:

Mr. Arun Kumar Gupta - Managing Director

Mrs. Avani Gupta - Chief Financial Officer

Mr. Vanshul Asnani - Company Secretary & Compliance Officer

vii. Board Meetings

During the period under review, 27 (Twenty-Seven) Board meetings were held and the
intervening gap between the meetings were within the period prescribed under the Companies
Act, 2013 and rules made thereunder.

viii. Committees of the Board

The following are the Committees constituted by the Board:

i) Audit Committee;

ii) Nomination & Remuneration Committee;

iii) Stakeholder Relationship Committee;

ix. Composition of the Committees:

The following was the composition of the Committees as on 31^st March, 2024:

AUDIT COMMITTEE

Abhiram Saran Agarwal	Chairperson
Umang Gupta	Member
Rashika Agarwal	Member
Vanshul Asnani	Secretary

STAKEHOLDERS RELATIONSHIP COMMITTEE

Rashika Agarwal	Chairperson
Umang Gupta	Member
Abhiram Saran Agarwal	Member
Vanshul Asnani	Secretary

NOMINATION AND REMUNERATION COMMITTEE

Abhiram Saran Agarwal	Chairperson
Umang Gupta	Member
Rashika Agarwal	Member
Vanshul Asnani	Secretary

x. Board and Committee Meetings

Details of meetings of Board and Committees are as below:

s No.	Date of Board Meeting	No. of Directors Present
1.	03/04/2023	6
2.	29/04/2023	6
3.	23/05/2023	6
4.	30/05/2023	6
5.	19/06/2023	6
6.	30/06/2023	6
7.	03/07/2023	6
8.	21/07/2023	6
9.	29/07/2023	6
10.	03/08/2023	6
11.	11/08/2023	6
12.	05/09/2023	6
13.	15/09/2023	6
14.	30/09/2023	6
15.	01/10/2023	6
16.	03/10/2023	6
17.	20/10/2023	6
18.	04/11/2023	6
19.	11/11/2023	6
20.	11/12/2023	6
21.	26/12/2023	6
22.	06/01/2024	6
23.	13/01/2024	6
24.	10/02/2024	6
25.	29/02/2024	6
26.	14/03/2024	6

27.

30/03/2024

S No.	Date of Audit Committee meeting	No. Members Present
1.	29/04/2023	3
2.	23/05/2023	3
3.	30/05/2023	3
4.	21/07/2023	3
5.	11/08/2023	3
6.	05/09/2023	3
7.	04/11/2023	3
8.	11/11/2023	3
9.	26/12/2023	3
10.	06/01/2024	3
11.	13/01/2024	3
12.	29/02/2024	3
13.	30/03/2024	3

S No.	Date of Stake Holders Committee Meeting	No. of Members Present
1.	29/04/2023	3
2.	23/05/2023	3
3.	30/05/2023	3
4.	21/07/2023	3
5.	11/08/2023	3
6.	05/09/2023	3
7.	04/11/2023	3
8.	11/11/2023	3
9.	26/12/2023	3
10.	06/01/2024	3

11.	13/01/2024	3
12.	29/02/2024	3
13.	30/03/2024	3

S No.	Date of Nomination and Remuneration Committee Meeting	No. of Members Present
1.	29/04/2023	3
2.	23/05/2023	3
3.	30/05/2023	3
4.	21/07/2023	3
5.	11/08/2023	3
6.	05/09/2023	3
7.	04/11/2023	3
8.	11/11/2023	3
9.	26/12/2023	3
10.	06/01/2024	3
11.	13/01/2024	3
12.	29/02/2024	3
13.	30/03/2024	3

POLICIES GOVERNING THE APPOINTMENT AND REMUNERATION OF THE DIRECTORS
AND EMPLOYEES

Besides the above, the Nomination & Remuneration Committee ensures that the new Directors
are familiarized with the operations of the Company and endeavors to provide relevant training
to the Directors. In accordance with the provisions of Section 178 of the Companies Act, 2013
and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has adopted a Policy on diversity of the Board of
Directors and a Policy on remuneration of the directors, key managerial personnel and other
employees. The Policy on Diversity of the Board of Directors have been framed to encourage
diversity of thought, experience, knowledge, perspective, age and gender in the Board. The
Policy on remuneration of the directors, key managerial personnel and other employees is
aligned to the philosophy on the commitment of fostering a culture of leadership with trust.

Sr. No.	Name of Director	Designation	Proposed remuneration to be
			paid per month
1.	Avani Gupta	CFO	Rs. 40,000/-
2.	Arun Kumar Gupta	Managing Director	Rs. 1,50,000/-

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has framed a Policy on Prevention of Sexual Harassment at Workplace in
accordance with the applicable laws for all employees of the Company to inter alia ensure that
the employees are not subject to any form of sexual harassment and to constitute the Internal
Complaints Committee to redress the complaints, if any. Your Company is fully committed to
protect the rights of any women, of any age, whether employed or not, who alleges to have
been subjected to any act of sexual harassment within the Company''s premises. Your Company
provides a safe and healthy work environment.

During the period under review, there were no cases of sexual harassment reported to the
Company.

POLICY ON PERFORMANCE EVALUATION OF THE DIRECTORS, BOARD AND ITS
COMMITTEES

provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, at its separate meeting, evaluated the performance of the
Chairman, Non-Independent Directors and the Board as a whole. The Nomination &
Remuneration Committee carried out the evaluation of every Director''s performance and the
Board carried out a formal evaluation of its own performance, Board Committees and the
performance of each of the Directors, without the presence of the Director being evaluated. The
criteria/parameters laid down for the evaluation of performance of the Independent Directors is
provided in the Corporate Governance report, forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

DIRECTORS RESPONSIBILITY STATEMENT

a) That in the preparation of Annual Accounts for the Financial Year ended as at March 31,
2024, the applicable Indian Accounting Standards have been followed along with the
proper explanation relating to the material departures;

b) That 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 at the Financial Year ended as at
March 31, 2024 and of the profit and loss of the Company for the Financial Year ended
on March 31, 2024;

d) That the Directors have prepared the annual accounts on a going concern basis;

e) That the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and

f) There is a proper system to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.

PUBLIC DEPOSITS

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

AUDITORS

a) STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. MSNT & Associates
LLP, Chartered Accountants, Noida (Firm Registration No.: 018542C), were appointed as the

Statutory Auditors of the Company for the Financial Year 2022-23 by the Board on March 01,
2023. Consequently, resolution for re-appointment of M/s. MSNT & Associates LLP, Chartered
Accountants, Noida (Firm Registration No.: 018542C) as Statutory Auditors of the Company to
hold office for a period of 5 (Five) consecutive financial years, from the conclusion of the 5^
Annual General Meeting of the Company until the conclusion of the lO*¹ Annual General
Meeting of the Company was approved by the shareholders in the Sâ¹¹ Annual General Meeting
of the Company. The report submitted by the Statutory Auditors on the Financial Statements of
the Company forms part of this Annual Report. There have been no qualifications, reservations
or adverse remarks or disclaimer given by the Statutory Auditors in their report.

b) SECRETARIAL AUDITORS

The Board had appointed M/s. Rinku Gupta & Associates, Company Secretaries, as the
Secretarial Auditors of the Company to undertake the Secretarial Audit for the financial year
2023-24 in terms of the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Auditors have submitted their report in the Form MR-3, which forms part of this
Annual Report as âAnnexure IVâ and have reported the following observations:-

1. There was delayed filing of certain e-forms with the concerned Registrar of Companies
during the year under review.

Comment by the Board of Directors:

1. The Delay in filing of said e-forms with the concerned Registrar of Companies during the
year under review was primarily due to technical issues and the Company has always
been compliant by filing all requisite forms on timely basis.

c) INTERNAL AUDITORS

The Board had appointed M/s. Bhagya Shri & Co., Chartered Accountants, as the Internal
Auditors to undertake internal audit of the Company for the financial year 2023-24 in terms of
the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder.

COST RECORDS

The provisions of the Section 148 of the Companies Act, 2013 read with Companies (Cost
Records and Audit) Rules, 2014, are not applicable on the Company for the period under
review.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith
as âAnnexure Vâ.

CORPORATE GOVERNANCE REPORT

In compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate report on Corporate Governance for the Financial Year 2023-24,
is attached herewith as and forms an integral part of this Annual Report.

RELATED PARTY TRANSACTIONS

There are no material significant related party transactions made by the Company with
Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with
the interest of the Company at large. The Related Party Transactions Policy as approved by the
Board is uploaded on the Company''s website. Your Directors draw attention of the members to
Note No. 27 of the Standalone Financial Statement which sets out related party disclosures.

CODE OF CONDUCT

VIGIL MECHANISM / WHISTLE BLOWER POLICY

During the period under review, no such complaint of unethical or improper activity has been
received by the Company.

PREVENTION OF INSIDER TRADING

The Insider Trading Policy can be accessed from the website of the Company.

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

a) CONSERVATION OF ENERGY

I. Steps taken or impact on conservation of energy - The operations of your Company are
not energy intensive. However, adequate measures have been initiated for conservation
of energy.

III. Capital investment on energy conservation equipment - Nil

b) TECHNOLOGY ABSORPTION

I. Efforts made towards technology absorption - The minimum technology required for the
business has been absorbed.

II. Benefits derived like product improvement, cost reduction, product development or
import substitution- Not Applicable

III. In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year) -

a) the details of technology imported: Not Applicable

b) the year of import: Not Applicable

c) whether the technology has been fully absorbed: Not Applicable

d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof: Not Applicable

IV. Expenditure incurred on Research and Development - Not Applicable

c) FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, there were following foreign exchange transactions:

1. Earnings: Nil 2. Outgo: Nil

FRAUD REPORTING

There was no fraud reported by the Statutory Auditors of the Company, under Section 143(12)
of the Companies Act, 2013 and rules made thereunder, to the Board during the period under
review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS
OPERATIONS IN FUTURE

There have been no significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and Companyâs operations in future.

Further, no penalties have been levied by any Regulators, during the period under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY

CORPORATE SOCIAL RESPONSIBILITY

Therefore, the details of expenditures on CSR activities are not furnished by the Company.

RISK MANAGEMENT

The company has adequate Risk management systems for timely identification, assessment,
and prioritization of risks and its consequent effect in terms of uncertainty on objectives of the
company.There is proper and constant follow-up through coordinated and economical
application of resources to minimize, monitor, and control the probability and/or impact of
unfortunate events and to maximize the realization of opportunities.

Risk management policy is guided by the objective to assure that risk uncertainties do not
deflect the endeavor of the operational efforts on each level from the business goals.

HUMAN RESOURCE-INITIATIVES

Your Company provides an employee friendly environment where employees are empowered
and given an opportunity to demonstrate their talent, that eventually boost their career growth in
the Company.

LISTING OF SECURITIES

The Equity shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai on
13^th day of January, 2020. The listing fee for the Financial Year 2023-24 has been duly paid/
adjusted.

During the previous FY 2021-22, the Company issued and allotted 56,40,830 bonus equity
shares of I NR 10/- each to its shareholders in the ratio of 6:5 by capitalizing a sum of INR
5,64,08,300/- (duly approved by the shareholders through Postal Ballot) and accordingly the
additional new shares issued and allotted pursuant to the bonus issue got trading approval from
the BSE w.e.f. April 11, 2023. Further, the shares of the Company got migrated to the Main
Board of the Bombay Stock Exchange w.e.f. January 10, 2023 vide Notice No. 20230106-32
dated January 06, 2023 as issued by the Bombay Stock Exchange

STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards and such systems are adequate and operating effectively.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items
as there were no transactions on these items during the period under review:

a) The Company has not bought back any of its securities;

b) The Company has not issued any sweat equity shares;

c) The Company has not issued equity shares with differential rights as to dividend, voting
or otherwise;

e) There was no revision in the financial statements between the end of the financial year
and the date of this report.

f) During the year under review, there is no application made and/ or no proceeding
pending under the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGEM ENTS

Your Directors would gratefully like to place their appreciation for the assistance and coÂ¬
operation received from the Company''s bankers during the period under review. The Directors
also acknowledge, with appreciation, the support and co-operation rendered by various
Government Agencies and Departments. Your Directors would also wish to place on record
their deep sense of appreciation for the continued support from all the investors of the

Company._

By Order of the Board of directors
For Gian Life Care Limited

Rashika Agarwal
(Director)

DIN:- 08275078

Shivam Mamgain
(Director)

DIN:-09724726

Date:- September 05, 2024
Place:- Kanpur

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