Directors Report of Krishna Institute of Medical Sciences Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 23^rd Annual Report on the business and operations of the Company along with the
audited financial statements (Consolidated and Standalone) for the financial year ended March 31, 2025.

1. Financial Summary of the Company

	Standalone J In Million		Consolidated J In Million
	2024-25	2023-24	2024-25	2023-24
Total Revenue	14,408	12,403	30,670	25,143
Profit/(Loss) Before Interest and Depreciation	4,732	3,799	8,148	6,533
Less: Finance Cost	232	36	903	470
Less: Depreciation and amortization expenses	577	581	1,772	1,465
Profit before Share of loss from associate, net of tax	3,923	3,182	5,473	4,598
Add: Share of loss from associate, net of tax	-	-	-	-3
Add: Exceptional items	108	-	108	0
Profit before Tax	4,031	3,182	5,581	4,595
Less: Income Tax
- Current Tax	951	817	1,495	1,162
- Deferred Tax (credit)/charge	47	-6	-47	40
- Adjustment of tax relating to earlier years	4	18	-15	34
Profit After Tax	3,029	2,353	4,148	3,359
Add: Other Comprehensive Income	-13	2	-23	3
Total Comprehensive Income \|	3,016	2,355	4,125	3,362

2. Results of operations/state of companyâs affair

During the year under review, the total revenue on standalone basis increased to H 14,408 million in FY25 compared to H 12,403
million in the previous year, an increase by 16%. The profit after tax for the year increased to H 3,029 million in FY25 compared
to H 2,353 million in the previous year, an increase by 29%.

During the year under review, the consolidated total revenue of the Group increased to H 30,670 million in FY25 compared to
H 25,143 million, an increase of 22% Profit after tax for the group increased to H 4,148 million in FY25 compared to 3,359 million
in the previous year, an increase by 23%.

3. Consolidated Financial Statements

In accordance with Companies Act, 2013 (âthe Actâ) and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28
- Investment in Associates and Joint ventures, the audited consolidated financial statements form part of the Annual Report.

In terms of provision to sub section (3) of Section 129 of the Act, the salient features of the financial statements of the Subsidiaries
and Associates are set out in the prescribed Form AOC-1, which forms a part of the Annual Report.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements of the
Company and audited accounts of the subsidiaries are available at the Companyâs website: https://www.kimshospitals.com/investors/.
The documents will also be available for inspection during business hours at the registered office of the Company.

4. Change in the nature of the business, if any:

There was no change in the nature of Business during the year.

5. Dividend

The Company is not proposing any Dividend during the year.

6. Transfer of Reserves

The Company has recorded a profit of Rs 3029 million (Standalone) for the period 2024-25 and the same was transferred to the
head of other Equity.

7. Share Capital

The paid-up share capital as of March 31, 2025, is 80,02,77,870.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options
nor sweat equity.

During the year, the Company has subdivided 1 (one) equity share having a face value of H 10/- (Rupees Ten only) each, fully
paid-up, into 5 (five) equity shares having a face value of H 2/- (Rupees Two only) each, fully paid-up. These newly issued shares
rank pari-passu in all respects, as approved by the shareholders at the 22nd Annual General Meeting held on August 29, 2024.

As of March 31,2025, the details of shareholding in the Company held by the Directors are set out in the Corporate Governance
Report forming part of the Boardâs Report and none of the directors hold convertible instruments of the Company.

8. Directors and Key Managerial Personnel

The Board brings in guidance, leadership, and an independent view to the Companyâs management while discharging its
fiduciary responsibilities, thereby ensuring that management adheres to the ethics, transparency, and disclosure norms.

As of the date of this report, the Board comprises of 9 (Nine) Directors, of whom, 3 (Three) are Executive Director and 6
(Six) are Non-Executive Directors. Amongst the Non-Executive Directors, 5 (Five) are Independent Directors and 1 (one) is
Non- Independent Director. The Non-Executive Directors bring an external and wider perspective in Boardâs deliberations and
decisions. The size and composition of the Board conforms to the requirements of the Companies Act, 2013.

Independent Directors

Your Independent Directors fulfill all the conditions for being Independent to the Company, as stipulated under the Companies
Act, 2013. All Independent Directors have given the declaration that they meet the criteria of Independence as laid down under
section 149(6) of the Companies Act, 2013.

The Board is of the opinion that the above Independent Directors possess requisite integrity, experience and expertise (including
the proficiency).

Meetings of Independent Directors : The Independent Directors had a meeting on 26.03.2025.

Key Managerial Personnel and Change in Directors during the year

â¢ The Board of Directors of the Company, at its meeting held on January 4, 2025, based on the recommendation of the
Nomination and Remuneration Committee, approved the appointment of Mr. Suresh Natwarlal Patel (DIN: 07202263)
as an Additional Director in the category of Independent Director (Non-Executive), with effect from January 4, 2025. His
appointment was for a term of up to 5 (five) consecutive years, subsequently obtained the Shareholderâs approval for his
appointment through Postal ballot on March 16, 2025.

â¢ During the year Mr. Uma Shankar Mantha, Company Secretary & Compliance officer has tendered his resignation as
Company Secretary & Compliance Officer (KMP) of the Company on November 29, 2024, to pursue career opportunities
outside the organization. His last working day as Company Secretary & Compliance Officer (KMP) was at the close of
business hours on December 17, 2024. ¹

9. Board Functioning & Meetings

The Board and Committee meetings are pre-scheduled and a tentative calendar of the meetings is finalized in consultation with
the Directors to facilitate them to plan their schedule. However, in case of urgent business needs, approval is taken by passing
resolutions through circulation. During the year under review, 8 (Eight) board meetings were held. The intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013.

The details of the meetings including the composition of various committees are provided in the Corporate Governance Report.

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of the SEBI Listing Regulations, one separate
meeting of the Independent Directors was held during the year.

10. Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, approved a policy for selection and
appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate
Governance Report.

11. Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, Annual Return is uploaded on the website of the Company at https://www.kimshospitals.
com/investors/.

12. Details of Subsidiary/Joint Ventures/Associate Companies

a. Arunodaya Hospitals Private Limited (Subsidiary Company): The subsidiary company has recorded a total revenue of
H 415 million during the financial year 2024-25.

b. KIMS Hospital Enterprises Private Limited (Subsidiary Company): The subsidiary company has recorded a total
revenue of H 3,544 million during the financial year 2024-25.

c. Iconkrishi Institute of Medical Sciences Private Limited (Subsidiary Company): The subsidiary company has recorded
a total revenue of H 1,483 million during the financial year 2024-25.

d. Saveera Institute of Medical Sciences Private Limited (Subsidiary Company): The subsidiary company has recorded
a total revenue of H 1,125 million during the financial year 2024-25.

e. KIMS Hospital Kurnool Private Limited (Subsidiary Company): The subsidiary company has recorded a total revenue
of H 987 million during the financial year 2024-25.

f. Sarvejana Healthcare Private Limited (Subsidiary Company): The Subsidiary company has recorded a total revenue of
H 6,000 million during the financial year 2024-25.

g. SPANV Medisearch Lifesciences Private Limited (Subsidiary Company): The Subsidiary company has recorded a total
revenue of H 2,213 million during the financial year 2024-25.

h. KIMS Manavata Hospitals Private Limited (Subsidiary Company): The Subsidiary company has recorded a total
revenue of H 149 million during the financial year 2024-25.

i. Meda Institute of Podiatry Private Limited (Subsidiary Company): The Subsidiary company has recorded a total
revenue of H 11 million during the financial year 2024-25.

j. KIMS Swastha Private Limited (Wholly-owned Subsidairy) - The Wholly-owned Subsidiary company has recorded a
total revenue of H 486 million during the financial year 2024-25.

k. Chalasani Hospitals Private Limited (Wholly-owned Subsidairy) - The Wholly-owned Subsidiary company has recorded
a total revenue of H 466 million during the financial year 2024-25.

l. KIMS Hospitals Private Limited and KIMS Hospital Bengaluru Private Limited: These are the wholly-owned
subsidiaries of your Company, which are still under the process of setting up their infrastructure to run the hospital.

The information on subsidiary Companies pursuant to Section 129(3) of the Act read with rule 5 of the Companies (Accounts)
Rules, 2014 is annexed herewith as ANNEXURE - I in Form AOC - 1.

Note:¹ During the year under review, the step down subsidiary M/s. Rajyalakshmi Healthcare Private Limited has merged with its holding Company
Sarvejana Healthcare Private Limited vide order dated 19th February, 2025.

13. Particulars of contracts or arrangements with related parties.

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the
ordinary course of business and on an armâs length basis. During the year, the Company had not entered into any contract/
arrangement/ transaction with related parties that could be considered material in accordance with the policy of the Company
on the materiality of related party transactions. The disclosure pursuant to Clause (h) of Sub Section (3) of Section 134 of the
Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014) as required is enclosed as ANNEXURE-II.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board
may be accessed on the Companyâs website https://www.kimshospitals.com/investors/ . Your Directors draw the attention of
the members to the Notes to the financial statements which sets out related party disclosures.

None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company except Dr. Bhaskara Rao
Bollineni, Chairman & Managing Director who has drawn a professional fee of H 11.00 million for the Financial year 2024- 25.

14. Statutory Auditors

The members at the 22ND Annual General Meeting held on August 29, 2024, approved re-appointment of S. R. Batliboi &
Associates LLP, Chartered Accountants (Firm Registration No. 101049W/ E300004), as the Statutory Auditors to hold office
from the conclusion of the 22ND Annual General Meeting till the conclusion of the 27TH Annual General Meeting.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their audit reports on the
financial statements for the year ended 31 March 2025.

15. Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules,
2014, the Directors on the recommendation of the Audit Committee, appointed M/s. Sagar & Associates, Cost Accountants,
Hyderabad (FRN 000118) to audit the cost accounts of the Company for the financial year 2025-2026 on a remuneration of
H 0.60 million.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the
Members in a general meeting for their ratification. Accordingly, a resolution seeking Memberâs ratification for the remuneration
payable to M/s. Sagar & Associates, Cost Accountants, Hyderabad (FRN 000118) will be part of the Notice convening the 23rd
Annual General Meeting.

The Company has maintained cost records in accordance with the provisions of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Amendment Rules, 2014 in respect of healthcare services.

16. Adequacy of Internal Financial Controls:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The
scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The details of the
internal control system and its terms of reference are set out in the Management Discussion and Analysis Report forming part
of the Boardâs Report.

The Board of Directors has laid down internal financial controls to be followed by the Company and the policies and procedures
to be adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the
Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee
evaluates the internal financial control systems periodically.

17. Secretarial Auditors Report

The Board had in its meeting held on 16th May, 2024 appointed M/s. IKR & Associates (a Peer-Reviewed Firm), as the Secretarial
Auditor for the financial ended 31st March, 2025. In addition, as required under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the secretarial audit of KIMS Hospital Enterprises Private Limited and Sarvejana Healthcare
Private Limited, the material subsidiaries, has also been carried out.

As required under Section 204 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the secretarial audit report of the Company and its material subsidiaries are enclosed as ANNEXURE-III and
ANNEXURE-IV respectively, which forms part of this report. The audit reports do not contain any qualifications, reservations,
or adverse remarks.

18. Vigil Mechanism/Whistle Blower Policy

KIMS Code of Conduct requires directors, officers, and employees to observe high standards of business and personal ethics
in the conduct of their duties and responsibilities. The Company has a Whistleblower Policy to enable persons who observe
unethical practice (whether or not a violation of law), or violation of the Code of Business Conduct, other than matters covered
by the POSH Policy to approach the Whistleblower Custodian without revealing their identity, if they choose to do so. Further
the complaint can be reported to the Ombudsperson (Chairman of the Audit Committee) where the Complainant feels that the
complaint has not been addressed or actioned in a timely and appropriate manner. Also, if the complaint is against any member
of the Whistleblower Committee or the Executive Council, the same would be made to the Ombudsperson. This Policy governs
reporting and investigation of allegations that are breach of Code of Business Conduct and violation under code for prevention
of Insider Trading.

The policy on Vigil Mechanism and Whistle Blower Policy has been posted on the website of the Company
https://www.kimshospitals.com/investors/.

19. Dividend Distribution Policy:

The said Dividend Distribution policy is placed on the website of the Company https:// www.kimshospitals.com/investors/.

20. Performance Evaluation of the Board and the Directors

Pursuant to the provisions of the Companies Act, 2013 and in terms of Regulation 17(10) of the SEBI Listing Regulations, the
Board has carried out an annual performance evaluation of the directors individually, Board, Chairperson and Committees. The
manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

21. Risk Assessment and Minimization.

The Board of Directors had constituted a Risk Management Committee to identify elements of risk in different areas of operations
and to develop a policy for actions associated with mitigating the risks. The Committee on a timely basis informed the members
of the Board of Directors about risk assessment and minimization procedures and in the opinion of the Committee there was
no risk that may threaten the existence of the Company. The details of the Risk Management Committee are included in the
Corporate Governance Report.

22. Material changes and commitments, if any, affecting the financial position of the company which
have occurred between the end of the financial year of the company to which the financial statements
relate and the date of the report.

There are no material changes and commitments affecting the financial position of the Company that have occurred between
the end of the financial year of the Company to which the financial statements relate and the date of the report i.e. between
March 31,2024, to March 31, 2025.

23 Details of significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and the companyâs operations in the future.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status
and company operations in the future.

24. The details of an application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year:

There are no applications made or pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

25. The details of the difference between the amount of the valuation done at the time of one-time
settlement and the valuation done while taking a loan from the Banks or Financial Institutions along
with the reasons thereof :

Not Applicable, as the Company has not done any one-time settlement during the year under review.

26. Deposits

Your Company has not accepted any deposits from the public covered under Chapter V of the Act, during the year under review.

27. Particulars of loans, guarantees, or investments under section 186

The Company makes investments or extends loans/ guarantees to its wholly-owned subsidiaries/ Subsidiaries for their business
purposes. Details of loans, guarantees and investments covered under Section 186 of the Act, along with the purpose for which
such loan or guarantee was proposed to be utilised by the recipient, form part of the notes to the financial statements provided
in this Integrated Annual Report.

28. Particulars of employees and related disclosures

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:

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

Disclosures relating 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 also provided in the Annual Report,
which forms part of this Report.

Having regard to the provisions of Section 136(1) read with the relevant provisions of the Companies Act, 2013, the Annual
Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for
inspection at the Registered Office of the Company during working hours. Any member interested in obtaining such information
may write to the Company Secretary and the same will be furnished free of cost.

29. Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance
requirements set out by SEBI. The report on corporate governance as required under the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter Listing Regulations), forms an integral part
of this report. The requisite certificate from M/s IKR & Associates, Practicing Company Secretaries confirming the compliance
with the conditions of corporate governance is attached to the report on Corporate Governance.

30. Management Discussion and Analysis

Management Discussion and Analysis for the year under review, as stipulated under Regulation 34 of the Listing Regulations is
presented in a separate section forming part of the Annual Report.

31. Business Responsibility and Sustainability Report (BRSR)

As stipulated under the Listing Regulations, the Business Responsibility and Sustainability Report describing the initiatives
taken by the Company from an environmental, social and governance perspective is attached as part of the Annual Report.

32. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy

Particulars required under section 134(3) of the Companies Act, 2013 read with Companies (accounts) Rules, 2014 is not
applicable as the Company is not energy conservative; however your company is taking necessary steps to save the energy.

b) Technology Absorption

Over the years, your Company has brought into the country the best that the world has to offer in terms of technology. In
its continuous endeavor to serve the patients better and to bring healthcare of international standards, your Company has
introduced the latest technology in its hospitals.

c) Foreign exchange earnings and Outgo

Your Company did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses. Your Company does not have any unhedged foreign currency exposure as at March 31, 2025.

Foreign Exchange Earnings: 37.69 Million Foreign Exchange Outgo: 6.00 Million

33. Corporate Social Responsibility (CSR)

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of
Rural Development, Healthcare, Education & Skill Development and Research in Healthcare. These projects are in accordance
with Schedule VII of the Companies Act, 2013. The Report on CSR activities for the financial year 2024-2025 is annexed
herewith as ANNEXURE-V.

34. Human Resources

Your Company treats its âhuman resourcesâ as one of its most important assets. Your Company continuously invests in
attracting, retention and development of talent on an ongoing basis. A number of programs that provide focused people
attention are currently underway.

35. Compliance with Secretarial Standards

During the year under review, the Company has duly complied with the applicable provisions of the Revised Secretarial
Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company
Secretaries of India (ICSI).

36. Obligation of company under the Sexual Harassment of Women at Workplace (prevention, prohibition
and redressal) Act, 2013.

In order to prevent sexual harassment of women at work place a new act, The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company
is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of
any women employee.

The company has adopted a policy for the prevention of Sexual Harassment of Women at the workplace and has set up a
Committee for the implementation of said policy.

The Company regularly conducts awareness programs for its employees.

The following is a summary of sexual harassment complaints received and disposed off during the year:

S. No.	Particulars	Status of the No. of complaints received and disposed off
1	Number of complaints on Sexual harassment received	1
2	Number of Complaints disposed off during the year	1
3	Number of cases pending for more than ninety days	0

37. Cyber Security:

The Company has established requisite technologies, processes and practices designed to protect networks, computers,
programs and data from external attack, damage or unauthorized access. The Company is conducting training programs
for its employees at regular intervals to educate the employees on safe usage of the Companyâs networks, digital devices
and data to prevent any data reaches involving unauthorized access or damage to the Companyâs data. The Information
Technology Department of the Company is in a constant process of taking feedback from the employees and updating the
cyber security protocols.

The Risk Management Committee and the Board of Directors are reviewing the cyber security risks and mitigation measures
from time to time.

38. Confirmation and Opinion of the Board on Independent Directors

All the Independent Directors of the Company have given their respective declaration / disclosures under Section 149(7) of
the Companies Act, 2013 (âthe Actâ) and Regulation 25(8) of the Listing Regulations and have confirmed that they fulfill the
independence criteria as specified under section 149(6) of the Act and Regulation 16 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 expertise and experience to qualify
as Independent Directors of the Company and are Independent of the Management.

The Board opines that all the Independent Directors of the Company strictly adhere to corporate integrity, possesses requisite
expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies
Act, 2013 and Listing Regulations diligently

39. Directors and Officers Insurance

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, the Company has taken Directors and Officers
Insurance (âD&Oâ) for all its Directors and members of the Senior Management.

40. Names of Companies, which have become or ceased to be Companyâs Subsidiaries, Joint Ventures
or Associate Companies during the year.

During the year under review, no Company has become or ceased to be Companyâs Subsidiary, Joint Venture or Associate
Company except Rajyalakshmi Healthcare Private Limited a stepdown subsidiary of the listed entity ceased due to merger
with Sarvejana Healthcare Private Limited pursuant to the provisions of section 233 of the Companies Act 2013 vide order of
Regional Director (South East Region) Hyderabad dated 19.02.2025.

41. Designate Person for furnishing or providing information to the Registrar of Companies with respect
to beneficial interest in shares of the company.

Pursuant to Rule 9 of the Companies (Management and Administration) Rules, 2014 and other applicable provisions of the
Companies Act, 2013, the Board of Directors of the Company designated Company Secretary of the Company for furnishing
or providing information to the Registrar of Companies with respect to beneficial interest in shares of the company.

42. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds that
were required to be transferred to the Investor Education and Protection Fund (IEPF).

43. Directorsâ Responsibility Statement

The Directorsâ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013,
shall state that:

a) In preparation of the annual financial statement for the year ended March 31,2025, applicable accounting standards had
been followed along with proper explanation relating to material departures if any;

b) Such accounting policies have been selected and applied 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 as of March 31,2025, and
of the profit of the Company for the year ended on that date;

c) Proper and sufficient care has been taken in the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud
and other irregularities;

d) The annual accounts have been prepared on a going-concern basis;

e) 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, Risk Management Committee, the Board is of the opinion that proper
internal financial controls are in place and such internal financial controls are adequate and are operating effectively.

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are
adequate and are operating effectively.

44. Acknowledgment

Your Directors place on record their gratitude to the Central Government, State Governments and all other Government
agencies for the assistance, co-operation and encouragement they have extended to the Company.

Your Directors also take this opportunity to extend a special thanks to the medical fraternity and patients for their continued
cooperation, patronage and trust reposed in the Company. Your Directors also greatly appreciate the commitment and
dedication of all the employees at all levels, that has contributed to the growth and success of the Company.

Our Directors also thank all the strategic partners, business associates, Banks, financial institutions and other stakeholders
including the shareholders for their assistance, co-operation and encouragement to the Company during the year.

For and on behalf of the Board of Directors of

Krishna Institute of Medical Sciences Limited

Dr. Bhaskara Rao Bollineni Dr. Abhinay Bollineni

Place: Hyderabad Chairman & Managing Director Director & CEO

Date: 12.05.2025 (DIN 00008985) (DIN 01681273)

The Board of Directors of the Company, at its meeting held on January 4, 2025 based on the recommendation of
the Nomination and Remuneration Committee, approved the appointment of Ms.Nagajayanthi J.R (Membership
No. FCS 7148) as Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company w.e.f
January 4, 2025.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act 2013, Dr. Abhinay Bollineni, Director & CEO retires by rotation at the ensuing
Annual General Meeting and being eligible offers himself for re-appointment.

Mar 31, 2024

The Directors have pleasure in presenting the 22^nd Annual Report on the business and operations of the Company along with the audited financial statements (Consolidated as well as Standalone) for the financial year ended March 31,2024.

1. Financial Summary of the Company

Particulars	Standalone Rs. In Million		Consolidated Rs. In Million
Particulars	2023-24 1	2022-23	2023-24	2022-23
Total Revenue	12375.86	11555.20	25112.00	22235.50
Profit/(Loss) Before Interest and Depreciation	3799.39	3837.80	6534.82	6298.83
Less: Finance Cost	36.57	11.52	470.26	305.45
Less: Depreciation and amortization expenses	581.11	452.95	1465.48	1292.60
Profit before share of profit of Joint Venture and Tax	3181.71	3373.33	4599.08	4700.78
Add: Share of (Loss) from Associates			(2.71)	0.00
Profit before Tax	3181.71	3373.33	4596.37	4700.78
Fair value gain on acquisition of control			-	148.29
Less: Income Tax
- Current Tax	816.91	837.62	1161.82	1183.91
- Deferred Tax Charge	(6.42)	10.82	40.25	24.84
- Tax Pertaining to earlier years	17.81	0	34.23	(17.81)
Profit After Tax	2353.41	2524.89	3360.07	3658.13
Add: Other Comprehensive Income	2.51	8.23	3.26	8.51
Total Comprehensive Income	2355.92	2533.12	3363.33	3666.64

2. Results of operations/state of companyâs affair

During the year under review, the total revenue on standalone basis increased to H 12,375.86 million in FY24 compared to H 11,555.20 million in the previous year, an increase by 7.10%. The profit after tax for the year decreased to H 2,353.41 million in FY24 compared to H 2,524.89 million in the previous year, a decrease by 6.79%.

During the year under review, the consolidated total revenue of the Company increased to H 25,112.00 million in FY24 compared to H 22,235.50 million, an increase of 12.94% Profit after tax for the group decreased to H 3,360.07 million in FY24 compared to H 3,658.13 million in the previous year, a decrease by 8.15%.

3. Consolidated Financial Statements

In accordance with Companies Act, 2013 (âthe Actâ) and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - Investment in Associates and Joint ventures, the audited consolidated financial statements form part of the Annual Report.

In terms of provision to sub section (3) of Section 129 of the Act, the salient features of the financial statements of the Subsidiaries and Associates are set out in the prescribed Form AOC-1, which forms a part of the Annual Report.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements of the Company and audited accounts of the subsidiaries are available at the Companyâs website: https://www.kimshospitals.com/ investors/ . The documents will also be available for inspection during business hours at the registered office of the Company.

4. Change in the nature of the business, if any:

There was no change in the nature of Business during the year.

5. Dividend

As the Company, is undertaking multiple semi-brownfield projects (i.e. Nashik, Bangalore, Mumbai etc), for better long-term value creation to shareholders, the Company is not declaring any dividend for the Financial Year 2023-24.

6. Transfer of Reserves

The Company has recorded a profit of H 2,353.41 million (Standalone) for the period 2023-24 and the same was transferred to the head of other Equity.

7. Share Capital

The paid-up share capital as of March 31,2024, is H 80,02,77,870.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As of March 31, 2024, the details of shareholding in the Company held by the Directors are set out in the Corporate Governance Report forming part of the Boardâs Report and none of the directors hold convertible instruments of the Company.

8. Directors and Key Managerial Personnel

The Board brings in guidance, leadership, and an independent view to the Companyâs management while discharging its fiduciary responsibilities, thereby ensuring that management adheres to the ethics, transparency, and disclosure norms.

As of the date of this report, the Board comprises of 8 (Eight) Directors, of whom, 3 (Three) are Executive Director and 5 (Five) are Non-Executive Directors. Amongst the Non-Executive Directors, 4 (Four) are Independent Directors and 1 (one) is Non- Independent Director. The Non-Executive Directors bring an external and wider perspective in Boardâs deliberations and decisions. The size and composition of the Board conforms to the requirements of the Companies Act, 2013.

Independent Directors

Your Independent Directors fulfill all the conditions for being Independent to the Company, as stipulated under the Companies Act, 2013. All Independent Directors have given the declaration that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013.

The Board is of the opinion that the above Independent Directors possess requisite integrity, experience and expertise (including the proficiency).

Key Managerial Personnel and Change in Directors during the year

a) Mr. Shantanu Rastogi (DIN: 06732021), Non-Executive Director has resigned from the board on 7^th November 2023.

b) Mr. Adwik Bollineni was appointed as Non-Executive Director by the Board in its meeting held on 28^th November 2023, Subsequently obtained the Shareholderâs approval for his appointment through Postal ballot on 30^th December, 2023.

c) The 1^st Term of 3 years of Mr. Saumen Chakraborty as Independent Director of the Company expired on 7^th December 2023. He was reappointed as Independent Director for a further period of 5 years (8^th January 2024 to 7^th January 2029) by the Board in its meeting held on 28^th November 2023, subsequently obtained the Shareholderâs approval for his re-appointment through Postal ballot on 30^th December 2023.

d) The 1^st Term of 3 years of Mr. Kaza Ratna Kishore as Independent Director of the Company expired on 7^th December 2023. He was reappointed as Independent Director for a further period of 5 years (8^th January 2024 to 7^th January 2029) by the Board in its meeting held on 28^th November 2023, subsequently obtained the Shareholderâs approval for his re-appointment through Postal ballot on 30^th December 2023.

e) The 1^st Term of 3 years of Mr. J V Ramudu as Independent Director of the Company expired on 7^th December 2023. He was reappointed as Independent Director for a further period of 5 years (8^th January 2024 to 7^th January 2029) by the Board in its meeting held on 28^th November 2023, subsequently obtained the Shareholderâs approval for his re-appointment through Postal ballot on 30^th December 2023.

f) Mr. Pankaj Vaish ceased to be Independent Director of the Company w.e.f 8^th January 2024 after completion of his 1^st term.

g) Mr. G. Rajeswara Rao ceased to be Independent Director of the Company w.e.f 25^th January, 2024 after completion of his 2^nd term.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act 2013, Dr. Bhaskara Rao Bollineni, Chairman & Managing Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

9. Board Functioning & Meetings

The Board and Committee meetings are pre-scheduled and a tentative calendar of the meetings is finalized in consultation with the Directors to facilitate them to plan their schedule. However, in case of urgent business needs, approval is taken by passing resolutions through circulation. During the year under review, 10 (Ten) board meetings were held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The details of the meetings including the composition of various committees are provided in the Corporate Governance Report.

10. Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, approved a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

11. Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return is uploaded on the website of the Company at https://www.kimshospitals. com/investors/.

12. Details of Subsidiary/Joint Ventures/Associate Companies

a. Arunodaya Hospitals Private Limited (Subsidiary Company): The subsidiary company has recorded a total revenue of H383.33 million during the financial year 2023-24.

b. KIMS Hospital Enterprises Private Limited (Subsidiary Company): The subsidiary company has recorded a total revenue of Rs. 2902.28 million during the financial year 2023-24.

c. Iconkrishi Institute of Medical Sciences Private Limited (Subsidiary Company): The subsidiary company has recorded a total revenue of H 1314.78 million during the financial year 2023-24.

d. Saveera Institute of Medical Sciences Private Limited (Subsidiary Company): The subsidiary company has recorded a total revenue of H 1068.85 million during the financial year 2023-24.

e. KIMS Hospital Kurnool Private Limited (Subsidiary Company): The subsidiary company has recorded a total revenue of H 811.60 million during the financial year 2023-24.

f. Sarvejana Healthcare Private Limited (Subsidiary Company): The Subsidiary company has recorded a total revenue of H 3090.87 million during the financial year 2023-24.

g. Rajyalakshmi Healthcare Private Limited (Step down Subsidiary): It has recorded a total revenue of H 1568.91 million during the financial year 2023-24.

h. SPANV Medisearch Lifesciences Private Limited (Subsidiary Company): The Subsidiary company has recorded a total revenue of H 1795.95 million during the financial year 2023-24.

This are the subsidiaries of your Company, which are still under the process of setting up its infrastructure to run the hospital.

The information on subsidiary Companies pursuant to Section 129(3) of the Act read with rule 5 of the Companies (Accounts) Rules, 2014 is annexed herewith as ANNEXURE - I in Form AOC - 1.

13. Particulars of contracts or arrangements with related parties.

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties that could be considered material in accordance with the policy of the Company on the materiality of related party transactions. The disclosure pursuant to Clause (h) of Sub Section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014) as required is enclosed as ANNEXURE-II.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website https://www.kimshospitals.com/investors/ . Your Directors draw the attention of the members to the Notes to the financial statements which sets out related party disclosures.

None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company except Dr. Bhaskara Rao Bollineni, Chairman & Managing Director who has drawn a professional fee of H 14.98 million for the Financial year 2023- 24.

14. Statutory Auditors

The members at the 17^th Annual General Meeting held on 8^th August 2019, approved appointment of S. R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/ E300004), as the Statutory Auditors to hold office from the conclusion of the 17^th Annual General Meeting till the conclusion of the 22^nd Annual General Meeting.

Consequently S. R. Batliboi & Associates LLP will complete their term of five consecutive years as the statutory auditors of the Company at the conclusion of this Annual General Meeting. The Board of Directors of the Company (âBoardâ), based on the recommendation of the Audit Committee, in its meeting held on 16^th May 2024, unanimously approved the re-appointment of S. R. Batliboi & Associates LLP, as the Statutory Auditors of the Company, for a further consecutive term of five years from the conclusion of 22^nd Annual General Meeting till the conclusion of 27^th Annual General Meeting, at a remuneration as may be mutually agreed between the Board and the Statutory Auditors and recommended the same for approval of the shareholders.

S. R. Batliboi & Associates LLP have consented to their re-appointment as the Statutory Auditors and have confirmed that the re-appointment, if made, would be within the limits specified under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to be re-appointed as the Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Companies Act, 2013 and the Rules made thereunder. As required under the Companies Act, 2013, approval of the members is being sought for re-appointment of S. R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/ E300004) as the Statutory Auditors of the Company by means of an Ordinary Resolution. The Board recommends the reappointment of S. R. Batliboi & Associates LLP for approval of the members and delegate the authority to the Audit Committee and Board of Directors to fix their remuneration in this Annual General Meeting.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their audit reports on the financial statements for the year ended 31 March 2024.

15. Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Directors on the recommendation of the Audit Committee, appointed M/s. Sagar & Associates, Cost Accountants, Hyderabad (FRN 000118) to audit the cost accounts of the Company for the financial year 2024-2025 on a remuneration of H 6.00 Lakhs.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Memberâs ratification for the remuneration payable to M/s. Sagar & Associates, Cost Accountants, Hyderabad (FRN 000118) will be part of the Notice convening the 22^ndAnnual General Meeting.

The Company has maintained cost records in accordance with the provisions of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 in respect of healthcare services.

16. Adequacy of Internal Financial Controls:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The details of the internal control system and its terms of reference are set out in the Management Discussion and Analysis Report forming part of the Boardâs Report.

The Board of Directors has laid down internal financial controls to be followed by the Company and the policies and procedures to be adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control systems periodically.

17. Secretarial Auditors Report

The Board had in its meeting held on 18^th May, 2023 appointed M/s. IKR & Associates (a Peer-Reviewed Firm), as the Secretarial Auditor for the financial ended 31^st March, 2024. In addition, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the secretarial audit of KIMS Hospital Enterprises Private Limited and Sarvejana Healthcare Private Limited, the material subsidiaries, has also been carried out.

As required under Section 204 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the secretarial audit report of the Company and its material subsidiaries are enclosed as ANNEXURE-III and ANNEXURE-IV respectively, which forms part of this report. The audit reports do not contain any qualifications, reservations, or adverse remarks.

18. Vigil Mechanism/Whistle Blower Policy

KIMS Code of Conduct requires directors, officers, and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. The Company has a Whistleblower Policy to enable persons who observe unethical practice (whether or not a violation of law), or violation of the Code of Business Conduct, other than matters covered by the POSH Policy to approach the Whistleblower Custodian without revealing their identity, if they choose to do so. Further the complaint can be reported to the Ombudsperson (Chairman of the Audit Committee) where the Complainant feels that the complaint has not been addressed or actioned in a timely and appropriate manner. Also, if the complaint is against any member of the Whistleblower Committee or the Executive Council, the same would be made to the Ombudsperson. This Policy governs reporting and investigation of allegations that are breach of Code of Business Conduct and violation under code for prevention of Insider Trading.

The policy on Vigil Mechanism and Whistle Blower Policy has been posted on the website of the Company https://www.kimshospitals.com/investors/.

19. Dividend Distribution Policy:

The said Dividend Distribution policy is placed on the website of the Company https:// www.kimshospitals.com/investors/.

20. Performance Evaluation of the Board and the Directors

Pursuant to the provisions of the Companies Act, 2013 and in terms of Regulation 17(10) of the SEBI Listing Regulations, the Board has carried out an annual performance evaluation of the directors individually, Board, Chairperson and Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

21. Risk Assessment and Minimization

The Board of Directors had constituted a Risk Management Committee to identify elements of risk in different areas of operations and to develop a policy for actions associated with mitigating the risks. The Committee on a timely basis informed the members of the Board of Directors about risk assessment and minimization procedures and in the opinion of the Committee there was no risk that may threaten the existence of the Company. The details of the Risk Management Committee are included in the Corporate Governance Report.

22. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report i.e. between March 31,2023, to March 31,2024.

23. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the companyâs operations in the future.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company operations in the future.

24. The details of an application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year:

There are no applications made or pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

25. The details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof :

Not Applicable, as the Company has not done any one-time settlement during the year under review.

26. Deposits

Your Company has not accepted any deposits from the public covered under Chapter V of the Act, during the year under review.

27. Particulars of loans, guarantees, or investments under section 186

The details of loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

28. Particulars of employees and related disclosures

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

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

Disclosures relating 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 also provided in the Annual Report, which forms part of this Report.

Having regard to the provisions of Section 136(1) read with the relevant provisions of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished free of cost.

29. Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on corporate governance as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter Listing Regulations), forms an integral part of this report. The requisite certificate from M/s IKR & Associates, Practicing Company Secretaries confirming the compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

30. Management Discussion and Analysis

Management Discussion and Analysis for the year under review, as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of the Annual Report.

31. Business Responsibility and Sustainability Report (BRSR)

As stipulated under the Listing Regulations, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached as part of the Annual Report.

32. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy

Particulars required under section 134(3) of the Companies Act, 2013 read with Companies (accounts) Rules, 2014 is not applicable as the Company is not energy conservative; however your company is taking necessary steps to save the energy.

b) Technology Absorption

Over the years, your Company has brought into the country the best that the world has to offer in terms of technology. In its continuous endeavor to serve the patients better and to bring healthcare of international standards, your Company has introduced the latest technology in its hospitals.

c) Foreign exchange earnings and Outgo

Your Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. Your Company does not have any unhedged foreign currency exposure as at March 31, 2024.

Foreign Exchange Earnings: H 44.58 Million Foreign Exchange Outgo: H 69.00 Million

33. Corporate Social Responsibility (CSR)

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Rural Development, Healthcare, Education & Skill Development and Research in Healthcare. These projects are in accordance with Schedule VII of the Companies Act, 2013. The Report on CSR activities for the financial year 2023-2024 is annexed herewith as ANNEXURE-V.

34. Human Resources

Your Company treats its âhuman resourcesâ as one of its most important assets. Your Company continuously invests in attracting, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway.

35. Compliance with Secretarial Standards

During the year under review, the Company has duly complied with the applicable provisions of the Revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

36. Obligation of company under the Sexual Harassment of Women at Workplace (prevention, prohibition and redressal) Act, 2013.

In order to prevent sexual harassment of women at work place a new act, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9^th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The company has adopted a policy for the prevention of Sexual Harassment of Women at the workplace and has set up a Committee for the implementation of said policy. During the year the Company not received any complaints.

37. Directorsâ Responsibility Statement

The Directorsâ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:

a) In preparation of the annual financial statement for the year ended March 31,2024, applicable accounting standards had been followed along with proper explanation relating to material departures if any;

b) Such accounting policies have been selected and applied 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 as of March 31, 2024, and of the profit of the Company for the year ended on that date;

c) Proper and sufficient care has been taken in the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going-concern basis;

e) 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, Risk Management Committee, the Board is of the opinion that proper internal financial controls are in place and such internal financial controls are adequate and are operating effectively.

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively;

38. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds that were required to be transferred to the Investor Education and Protection Fund (IEPF).

39. Acknowledgment

Your Directors place on record their gratitude to the Central Government, State Governments and all other Government agencies for the assistance, co-operation and encouragement they have extended to the Company.

Your Directors also take this opportunity to extend a special thanks to the medical fraternity and patients for their continued cooperation, patronage and trust reposed in the Company. Your Directors also greatly appreciate the commitment and dedication of all the employees at all levels, that has contributed to the growth and success of the Company.

Your Directors also thank all the strategic partners, business associates, Banks, financial institutions and other stakeholders including the shareholders for their assistance, co-operation and encouragement to the Company during the year.

Mar 31, 2023

Your Directors have pleasure in presenting the 21^st Annual Report on the business and operations of the Company along with the audited financial statements (Consolidated as well as Standalone) for the financial year ended March 31,2023.

1. Financial Summary of the Company

Particulars	Standalone Rs. In Million		Consolidated Rs. In Million
	2022-23	2021-22	2022-23	2021-22
Total Revenue	11555.20	11,675.50	22235.50	16,710.85
Profit/(Loss) Before Interest and Depreciation	3837.80	4,203.94	6298.83	5,360.33
Less: Finance Cost	11.52	44.68	305.45	160.33
Less: Depreciation and amortization expenses	452.95	449.22	1292.60	726.73
Profit before share of profit of Joint Venture and Tax	3373.33	3,710.04	4700.78	4,473.43
Add: Share of Profit / (Loss) in Joint Venture			0	95.10
Profit before Tax	3373.33	3,710.04	4700.78	4,568.53
Fair value gain on acquisition of control			148.29
Less: Income Tax
- Current Tax	837.62	909.27	1183.91	1141.55
- Deferred Tax Charge	10.82	29.73	24.84	1.66
- Tax Pertaining to earlier years	0	(12.63)	(17.81)	(12.63)
Profit After Tax	2524.89	2,783.67	3658.13	3,437.95
Add: Other Comprehensive Income	8.23	1.97	8.51	1.20
Total Comprehensive Income	2533.12	2,785.64	3666.64	3,439.15

2. Results of operations/state of companyâs affair

During the year under review, the total revenue on standalone basis decreased by 1.03% to Rs. 11,555.20 million in FY23 compared to Rs. 11,675.50 million in the previous year. The profit after tax for the year decreased by 9.30% to 2,524.89 million compared to Rs. 27,83.67 million in the previous year.

During the year under review, the consolidated total revenue of the Company increased by 33.06% to Rs. 22,235.50 million compared to Rs. 16,710.85 million. Profit after tax for the group increased by 6.40% to Rs. 3658.13 million compared to Rs. 3,437.95 million in the previous year.

3. Consolidated Financial Statements

In accordance with Companies Act, 2013 (âthe Actâ) and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - Investment in Associates and Joint ventures, the audited consolidated financial statements form part of the Annual Report.

In terms of provision to sub section (3) of Section 129 of the Act, the salient features of the financial statements of the Subsidiaries and Associates are set out in the prescribed Form AOC-1, which forms a part of the Annual Report.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements of the Company and audited accounts of the subsidiaries are available at the Companyâs website: https://www.kimshospitals. com/investors/. The documents will also be available for inspection during business hours at the registered office of the Company.

4. Change in the nature of the business, if any:

There was no change in the nature of Business during the year.

5. Dividend

As the Company, is undertaking multiple semi brownfield projects (i.e. Nashik, Bangalore, Mumbai etc), for better long term value creation to shareholders, the Company is not declaring any dividend for the Financial Year 2022-23.

6. Transfer of Reserves

The Company has recorded a profit of Rs. 2533.12 million (Standalone) for the period 2022-23 and the same was transferred to the head of other Equity.

7. Share Capital

The paid up share capital as on March 31,2023 is Rs. 80,02,77,870.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As of March 31, 2023, the details of shareholding in the Company held by the Directors are set out in the Corporate Governance Report forming part of the Boardâs Report and none of the directors hold convertible instruments of the Company.

8. Directors and Key Managerial Personnel

Composition of the Board: The Board of Directors (âthe Boardâ) of the Company consists of an optimal combination of Executive, Non-Executive and Independent Directors which represent a mix of professionalism, knowledge and experience. The Board brings in the guidance, leadership and an independent view to the Companyâs management while discharging its fiduciary responsibilities, thereby ensuring that management adheres to the ethics, transparency and disclosure norms.

As on date of this report, the Board comprises of 10 (Ten) Directors, of whom, 3 (Three) are Executive Director and 7 (Seven) are Non-Executive Directors. Amongst the Non-Executive Directors, 6 (Six) are Independent Directors and 1 (one) is NonIndependent Director. The Non-Executive Directors bring an external and wider perspective in Boardâs deliberations and decisions. The size and composition of the Board conforms to the requirements of the Companies Act, 2013.

Independent Directors

Your Independent Directors fulfill all the conditions for being Independent to the Company, as stipulated under the Companies Act, 2013. All Independent Directors have given the declaration that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013.

The Board is of the opinion that the above Independent Directors possess requisite integrity, experience and expertise (including the proficiency).

Key Managerial Personnel and Change in Directors during the year

a) The Company has Re-Appointed Dr. Bhaskara Rao, as Chairman cum Managing Director for further period of Five (5) years w.e.f. 1st April, 2022 vide Board of Directors Meeting held on 10th January, 2022 and obtained the shareholdersâ approval on 11th June, 2022 through postal ballot.

b) The Company has Re-Appointed Ms. Dandamudi Anitha as a Whole-time Director for further period of Five (5) years w.e.f. 01st April, 2022 vide Board of Directors Meeting held on 10th January, 2022 and obtained the shareholdersâ approval on 11th June, 2022 through postal ballot.

c) The Company has Re-Appointed Dr. Abhinay Bollineni as an Executive Director & CEO for further period of Five (5) years w.e.f. 18th January, 2022 vide Board of Directors Meeting held on 10th January, 2022 and obtained the shareholdersâ approval on 11th June, 2022 through postal ballot.

d) The Company has appointed Mrs. Y. Prameela Rani (DIN No. 03270909) as Additional Director - (Non-Executive, Independent Director) for a period of Three (3) years in the Board of Directors Meeting held on 19th May, 2022, Subsequently obtained the Shareholders approval in 20th Annual General Meeting held on 11th August, 2022.

e) Mr. Shantanu Rastogi (DIN: 06732021), Non-Executive Director (Nominee Director of General Atlantic Singapore KH. Pte. Ltd) has resigned from the board on 08th December, 2022 and re-appointed as Non- Executive Director of the Company w.e.f. 10th December, 2022 vide circular resolutions dated 08th December, 2022 and 12th December, 2022 respectively, Subsequently obtained the Shareholders approval for his re-appointment through Postal ballot on 12th February, 2023.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act 2013, Ms. Dandamudi Anitha, Whole-time Director retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

9. Board Functioning & Meetings

The Board and Committee meetings are pre-scheduled and a tentative calendar of the meetings shall be finalized in consultation with the Directors to facilitate them to plan their schedule. However, in case of urgent business needs, approval is taken by passing resolutions through circulation. During the year under review, 9 (Nine) board meetings were held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The details of the meetings including the composition of various committees are provided in the Corporate Governance Report.

10. Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, approved a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

11. Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return is uploaded on the website of the Company at https://www.kimshospitals.com/investors/.

12. Details of Subsidiary/Joint Ventures/Associate Companies

a. Arunodaya Hospitals Private Limited (Subsidiary Company): The subsidiary company has recorded a total revenue of Rs.365.56 million during the financial year 2022-23.

b. KIMS Hospital Enterprises Private Limited (Subsidiary Company): The subsidiary company has recorded a total revenue of Rs. 2528.72 million during the financial year 2022-23.

c. Iconkrishi Institute of Medical Sciences Private Limited (Subsidiary Company): The subsidiary company has recorded a total revenue of Rs. 1078.39 million during the financial year 2022-23.

d. Saveera Institute of Medical Sciences Private Limited (Subsidiary Company): The subsidiary company has recorded a total revenue of Rs. 942.43 million during the financial year 2022-23.

e. KIMS Hospital Kurnool Private Limited (Subsidiary Company): The subsidiary company has recorded a total revenue of Rs. 715.18 million during the financial year 2022-23.

f. Sarvejana Healthcare Private Limited (Subsidiary Company): This Company became a Subsidiary of the Company on 01st April 2022.The Subsidiary company has recorded a total revenue of Rs. 2883.19 million during the financial year 2022-23.

g. Rajyalakshmi Healthcare Private Limited (Step down Subsidiary): This is the Subsidiary of Sarvajana Heathcare Private Limited. It has recorded a total revenue of Rs. 1401.28 million during the financial year 2022-23.

h. SPANV Medisearch Lifesciences Private Limited (Subsidiary Company): This Company has become the Subsidiary of your Company on 01.09.2022. It has recorded a total revenue of Rs. 883.62 million during the financial year 2022-23.

i. KIMS Hospitals Private Limited., KIMS Swastha Private Limited. and KIMS Hospital Bengaluru Private Limited (formerly known as KIMS Hospital (Bhubaneswar) Private Limited, KIMS Manavata Hospitals Private Limited. This are the subsidiaries of your Company, which are still under the process of setting up its infrastructure to run the hospital.

j. Suryateja Healthcare Private Limited (Step down Subsidiary): During the year under review the Company ceases to be step down subsidiary of the Company w.e.f. December 01,2022 as the Company was sold.

The information on subsidiary Companies pursuant to Section 129(3) of the Act read with rule 5 of the Companies (Accounts) Rules, 2014 is annexed herewith as ANNEXURE - I in Form AOC - 1.

13. Particulars of contracts or arrangements with related parties.

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on the materiality of related party transactions. The disclosure pursuant to Clause (h) of Sub Section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014) as required is enclosed as ANNEXURE-II.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website https://www.kimshospitals.com/investors/ . Your Directors draw the attention of the members to the Notes to the financial statements which sets out related party disclosures.

None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company except Dr. Bhaskara Rao Bollineni, Chairman & Managing Director who has drawn a professional fee of Rs. 17.23 million for the Financial year 2022- 23.

14. Auditors

In the 17th Annual General Meeting, S. R. Batliboi & Associates LLP (having Registration Number: 101049W/ E300004) Chartered Accountants were appointed as Auditors of the Company for the term of 5 years i. e. from the conclusion of 17th AGM to the conclusion of 22nd AGM.

15. Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Directors on the recommendation of the Audit Committee, appointed M/s. Sagar & Associates, Cost Accountants, Hyderabad (FRN 000118) to audit the cost accounts of the Company for the financial year 2023-2024 on a remuneration of Rs. 6.00 Lakhs.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Memberâs ratification for the remuneration payable to M/s. Sagar & Associates, Cost Accountants, Hyderabad (FRN 000118) will be part of Notice convening the 21st Annual General Meeting.

The Company has maintained cost records in accordance with the provisions of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 in respect of healthcare services.

16. Adequacy of Internal Financial Controls:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity

and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The details of the internal control system and its terms of reference are set out in the Management Discussion and Analysis Report forming part of the Boardâs Report.

The Board of Directors has laid down internal financial controls to be followed by the Company and the policies and procedures to be adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control systems periodically.

17. Statutory Auditors Report and Secretarial Auditors Report

The Directors hereby confirm that the Statutory Auditors and Secretarial Auditors have reported that there are no qualification, reservation, adverse remark or any frauds made by the company in their respective audit reports for the year ended March 31,2023.

18. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s IKR & Associates Practicing Company Secretary has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as ANNEXURE - III to this report. The report is self-explanatory and do not call for any comments.

In terms of Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex a secretarial audit report given by a company secretary in practice. In this regard the Secretarial Audit report of KIMS Hospital Enterprises Private Limited, material subsidiary company is enclosed as ANNEXURE - IV to this report.

19. Vigil Mechanism/Whistle Blower Policy

The Company has established a vigil mechanism for Directors and Employees to report their genuine concerns, the details of which are given in the Corporate Governance Report. The policy on Vigil Mechanism and Whistle Blower Policy has been posted on the website of the Company https://www.kimshospitals.com/investors/.

20. Dividend Distribution Policy:

The said Dividend Distribution policy is placed on the website of the Company https://www.kimshospitals.com/investors/.

21. Performance Evaluation of the Board and the Directors

Pursuant to the provisions of the Companies Act, 2013 and in terms of Regulation 17(10) of the SEBI Listing Regulations, the Board has carried out an annual performance evaluation of the directors individually, Board, Chairperson and Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

22. Risk Assessment and Minimization

The Board of Directors had constituted a Risk Management Committee to identify elements of risk in different areas of operations and to develop a policy for actions associated to mitigate the risks. The Committee on a timely basis informed the members of the Board of Directors about risk assessment and minimization procedures and in the opinion of the Committee there was no risk that may threaten the existence of the Company. The details of the Risk Management Committee are included in the Corporate Governance Report.

23. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report i.e. between March 31,2022 to March 31,2023.

24. 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 are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companies operations in future.

25. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year:

There are no applications made or pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

26. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof :

Not Applicable, as Company has not done any one-time settlement during the year under review.

27. Deposits

Your Company has not accepted any deposits from the public covered under Chapter V of the Act, during the year under review.

28. Particulars of loans, guarantees or investments under section 186

The details of loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

29. Particulars of employees and related disclosures

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

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

Disclosures relating 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 also provided in the Annual Report, which forms part of this Report.

Having regard to the provisions of Section 136(1) read with the relevant provisions of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished free of cost.

30. Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on corporate governance as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter Listing Regulations), forms an integral part of this report. The requisite certificate from M/s IKR & Associates, Practicing Company Secretaries confirming the compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

31. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of the Annual Report.

32. Business Responsibility and Sustainability Report (BRSR)

As stipulated under the Listing Regulations, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached as part of the Annual Report.

33. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy

Particulars required under section 134(3) of the Companies Act, 2013 read with Companies (accounts) Rules, 2014 is not applicable as the Company is not energy conservative; however your company is taking necessary steps to save the energy.

b) Technology Absorption

Over the years, your Company has brought into the country the best that the world has to offer in terms of technology.

In its continuous endeavor to serve the patients better and to bring healthcare of international standards, your Company has introduced the latest technology in its hospitals.

c) Foreign exchange earnings and Outgo

Your Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses. Your Company does not have any unhedged foreign currency exposure as at March 31,2023.

Foreign Exchange Earnings : Rs. 108.82 Million Foreign Exchange Outgo : 13.60 Million

34. Corporate Social Responsibility (CSR)

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Rural Development, Healthcare, Education & Skill Development and Research in Healthcare. These projects are in accordance with Schedule VII of the Companies Act, 2013. The Report on CSR activities for the financial year 2022-2023 is annexed herewith as âANNEXURE Vâ.

35. Human Resources

Your Company treats its âhuman resourcesâ as one of its most important assets. Your Company continuously invests in attracting, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway.

36. Compliance with Secretarial Standards

During the year under review, the Company has duly complied with the applicable provisions of the Revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

37. Obligation of company under the Sexual Harassment of Women at Workplace (prevention, prohibition and redressal) Act, 2013.

In order to prevent sexual harassment of women at work place a new act, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has received Nil complaints.

38. Directorsâ Responsibility Statement

The Directorsâ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:

a) In preparation of the annual financial statement for the year ended March 31, 2023, applicable accounting standards had been followed along with proper explanation relating to material departures if any;

b) Such accounting policies have been selected 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 as of March 31,2023, and of the profit of the Company for the year ended on that date;

c) Proper and sufficient care has been taken in the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) 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, Risk Management Committee, the Board is of the opinion that proper internal financial controls are in place and such internal financial controls are adequate and are operating effectively.

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively;

39. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

40. Acknowledgment

Your Directors place on record their gratitude to the Central Government, State Governments and all other Government agencies for the assistance, co-operation and encouragement they have extended to the Company.

Your Directors also take this opportunity to extend a special thanks to the medical fraternity and patients for their continued cooperation, patronage and trust reposed in the Company. Your Directors also greatly appreciate the commitment and dedication of all the employees at all levels, that has contributed to the growth and success of the Company.

Mar 31, 2022

Your Directors have pleasure in presenting the 20th Annual Report on the business and operations of the Company and the accounts for the financial year ended March 31,2022.

1. Financial Summary of the Company

Particulars	Standalone Rs. In Million		Consolidated Rs. In Million
	2021-22	2020-21	2021-22	2020-21
Total Revenue	11675.50	9423.04	16710.85	13401.02
Profit/(Loss) Before Interest and Depreciation	4203.94	3136.44	5360.33	3810.48
Less: Finance Cost	44.68	147.83	160.33	324.97
Less: Depreciation and amortization expenses	449.22	445.98	726.73	695.36
Profit before share of profit of Joint Venture and Tax	3710.04	2542.63	4473.43	2790.15
Add: Share of Profit / (Loss) in Joint Venture	0.00	0.00	95.10	0.00
Profit before Tax	3710.04	2542.63	4568.53	2790.15
Less: Income Tax
- Current Tax	909.27	668.12	1141.55	778.39
- Deferred Tax Charge	29.73	(1.64)	1.66	(33.03)
- Tax Pertaining to earlier years	(12.63)	(10.34)	(12.63)	(10.00)
Profit/(Loss) After Tax	2783.67	1886.49	3437.95	2054.79
Profit/ (Loss) for the year	2783.67	1886.49	3437.95	2054.79
Add: Other Comprehensive Income	1.97	(4.79)	1.20	(4.64)
Total Comprehensive Income	2785.64	1881.70	3439.15	2050.15

2. Results of Operations/state of companyâs affair

During the year under review, the total revenue on standalone basis increased by 24% to 11675.50 million in Financial Year 2021-22 compared to 9423.04 million in the previous year. The profit after tax for the year increased by 48% to 2783.67 million compared to 1886.49 million in the previous year.

During the year under review, the Consolidated total revenue of the Company increased by 25% to 16710.85 million compared to 13401.02 million. Net profit after minority interest for the group increased by 63.00% to 3437.95 million compared to 2054.79 million in the previous year.

3. Listing by your Company on Bombay Stock Exchange Limited and National Stock Exchange Limited

Your company got listed on 28th June, 2021 on Bombay Stock Exchange Limited and National Stock Exchange Limited, accordingly 2,59,95,042 Equity Shares (includes 2,35,60,538 Equity Shares of OFS and 24,34,504 Equity Shares as fresh issue) at an Offer price of Rs. 825 per Equity Share, were issued, transferred and allotted to the respective applicants in various categories, such as 25,78,337 Equity Shares to retail individual investors, 38,67,506 Equity Shares to noninstitutional investors, 1,93,37,537 Equity Shares to qualified institutional buyers (including 11,584,060 Equity Shares to Anchor Investor), and 2,11,662 Equity Shares to Employees in terms of the basis of allotment.

4. Consolidated Financial Statements

In accordance with Companies Act, 2013 (âthe Actâ) and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - Investment in Joint Venture, the audited consolidated financial statements form part of the Annual Report.

In terms of provision to sub section (3) of Section 129 of the Act, the salient features of the financial statements of the Subsidiaries and Joint Venture are set out in the prescribed Form AOC-1 enclosed as Annexure-I.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements of the Company and audited accounts of the subsidiaries are available at the Companyâs website: https://www.kimshospitals.com/investors/. The documents will also be available for inspection during business hours at the registered office of the Company.

5. Change in the nature of the business, if any:

There was no change in the nature of business during the year

6. Dividend

As the Company, is identifying projects to invest the capital for better value creation for shareholders, it was unanimously resolved by the Board not to declare any dividend for the Financial Year 2021-22.

7. Transfer of Reserves

The Company has recorded a profit of Rs. 2785.64 million (Standalone) for the Financial Year 2021-22 and the same was transferred to the head of other Equity. No amount was transferred to General Reserves.

8. Share Capital

There was no change in Authorized Share Capital of the Company during the Financial Year 2021-22.

During the year 24,34,504 Equity Shares of Rs. 10/- each at a premium of Rs. 815/- were issued to various applicants as part of Initial Public offer (IPO) Process.

The paid up share capital as on 31st March 2022 is Rs. 80,02,77,870.

9. Directors and Key Managerial Personnel

As on date of this report, the Board comprises of 10 (Ten) Directors, of whom, 3 (Three) are Executive Director and 7 (Seven) are Non-Executive Directors. Amongst the Non-Executive Directors, 6 (Six) are Independent Directors and 1 (One) is a Investor Director. The Non-Executive Directors bring an external and wider perspective in Boardâs deliberations and decisions. The size and composition of the Board conform to the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations 2015 as amended from time to time.

Independent Directors

Your Independent Directors fulfill all the conditions for being Independent to the Company, as stipulated under the Companies Act, 2013. All Independent Directors have given the declaration that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013.

Key Managerial Personnel and Change in Directors

a. During the year Mr. Sandeep Achyut Naik, Investor Director resigned from the Board on August 5, 2021 and the Board placed on record its sincere appreciation for the valuable services rendered by Mr. Sandeep Achyut Naik during his tenure as Director.

b. Smt. Prameela Rani Yalamanchili was appointed as Additional Director - (Non-Executive, Independent Director) on May19, 2022.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act 2013, Dr. Abhinay Bollineni, Executive Director & CEO retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

10. Board Functioning & Meetings

The Board and Committee meetings are pre-scheduled and a tentative calendar of the meetings will be finalized in consultation with the Directors to facilitate them to plan their schedule. However, in case of urgent business needs, approval is taken by passing resolutions through circulation. During the year under review, 8 (eight) board meetings were held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

The details of the meetings including the composition of various committees are provided in the Corporate Governance Report.

11. Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, approved a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

12. Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return is uploaded on the website of the Company at https://www.kimshospitals.com/investors/

13. Details of Subsidiary/Joint Ventures/Associate Companies

a. Arunodaya Hospitals Private Limited (Subsidiary Company): The subsidiary company has recorded a total revenue of Rs.306.28 million during the Financial Year 2021-22.

b. KIMS Hospital Enterprises Private Limited (Subsidiary Company): The subsidiary company has recorded a total revenue of Rs.2308.49 million during the Financial Year 2021-22.

c. Iconkrishi Institute of Medical Sciences Private Limited (Subsidiary Company):. The subsidiary company has recorded a total revenue of Rs.1059.94 million during the Financial Year 2021-22.

d. Saveera Institute of Medical Sciences Private Limited (Subsidiary Company): The subsidiary company has recorded a total revenue of Rs.855.76 million during the Financial Year 2021-22.

e. KIMS Hospital Kurnool Private Limited (Subsidiary Company): The subsidiary company has recorded a total revenue of Rs.652.95 million during the Financial Year 2021-22.

f. KIMS Hospitals Private Limited., KIMS Swastha Private Limited. and KIMS Hospital Bengaluru Private Limited (formerly known as KIMS Hospital (Bhubaneswar) Private Limited . are the subsidiaries of your Company, which are still under the process of setting up its infrastructure to run the hospital.

g. KIMS Cuddles Private Limited: pursuant to sub-section (5) of Section 248 of the Companies Act, 2013 the name of M/s KIMS Cuddles Private Limited has been struck off in the register of companies on 30th November, 2021 and the said Company is dissolved.

h. Sarvejana Healthcare Private Limited: The Joint Venture company has recorded a total revenue of Rs.1867.17 million during the period from 27 October 2021 to 31 March 2022.

The information on subsidiaries/Joint Ventures/Associate Companies pursuant to Section 129(3) of the Act read with rule 5 of the Companies (Accounts) Rules, 2014 is enclosed as ANNEXURE-I in Form AOC - 1.

14. Particulars of contracts or arrangements with related parties.

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on the materiality of related party transactions. The disclosure pursuant to Clause (h) of Sub Section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014) as required is enclosed as ANNEXURE-II.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website https://www.kimshospitals.com/investors/. Your Directors draw the attention of the members to the Notes to the financial statements which sets out related party disclosures.

None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company except Dr. Bhaskar Rao Bollineni, Chairman & Managing Director who has drawn a professional fee of Rs. 18.00 million for the Financial year 202122.

15. Auditors

16. Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Directors on the recommendation of the Audit Committee, appointed M/s. Sagar & Associates, Cost Accountants, Hyderabad (FRN 000118) to audit the cost accounts of the Company for the Financial Year 2022-2023 on a remuneration of Rs. 5.50 Lakhs.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Memberâs ratification for the remuneration payable to M/s. Sagar & Associates, Cost Accountants, Hyderabad (FRN 000118) will be part of 20th Annual General Meeting Notice.

The Company has maintained cost records in accordance with the provisions of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 in respect of healthcare services.

17. Adequacy of Internal Financial Controls:

The internal financial controls with reference to the Financial Statements are adequate to the size and operations of the Company.

18. Statutory Auditors Report and Secretarial Auditors Report

19. Secretarial Audit Report

20. Vigil Mechanism/Whistle Blower Policy

21. Dividend Distribution Policy:

The Dividend Distribution Policy is placed on the website of the Company https://www.kimshospitals.com/investors/.

22. Performance Evaluation of the Board and the Directors

Pursuant to the provisions of the Companies Act, 2013 and in terms of Regulation 17(10) of the SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

23. Risk Assessment and Minimization

24. Material changes and commitments, if any, affecting the financial position of the company which has occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

There are no material changes and commitments affecting the financial position of the Company that has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report i.e. between 31st March, 2022 to the date of this report.

25. 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 are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companies operations in future.

26. Deposits

Your Company has not accepted any deposits from the public covered under Chapter V of the Act, during the year under review.

27. Particulars of loans, guarantees or investments under section 186

The details of loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

28. Particulars of employees

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

Name	Ratio to median remuneration	% increase in remuneration in the financial year
Non- Executive Directors
Mr. Saumen Chakraborthy	16.00	0.00%
Mr. Pankaj Vaish	8.00	0.00%
Mr. Rajeshwar Rao	4.00	0.00%
Mr. Ramudu	4.00	0.00%
Mr. Ratna Kishore	4.00	0.00%
Executive Director
Dr. Bhaskar Rao Bollineni	127.00	0.00%
Dr. Abhinay Bollineni	79.00	67.00%
Ms. Anitha Dandamudi	25.00	33.00%
Others
Mr. Vikas Maheshwari - Chief Financial Officer	-	19.00%
Mr. Uma Shankar Mantha - Company Secretary	-	25.00%

b. The percentage increase in the median remuneration of employees in the financial year is 8.20 percent.

c. The number of permanent employees on the rolls of Company are 7815.

d. The average annual increase was in the range of 4.00 to 8.50 percent in India. However, during the course of the year, the total increase is approximately 8.50 percent, after accounting for promotions and other event based compensation revisions.

The increase in remuneration is in line with the market trends in the respective countries. In order to ensure that remuneration reflects the Companyâs performance, the performance pay is also linked to organization performance and individual utilization in addition to individual performance.

e. The Company affirms that the remuneration is as per the remuneration policy of the Company.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under 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, is provided in a separate annexure forming part of this report.

Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary.

29. Corporate Governance

The Company is committed to maintaining the highest standards of corporate governance and adhering to the corporate governance requirements set out by SEBI. The report on corporate governance as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter Listing Regulations), forms an integral part of this report. The requisite certificate from M/s IKR & Associates, Practicing Company Secretaries confirming the compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

30. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of the Annual Report.

31. Business Responsibility Report

As stipulated under the Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached as part of the Annual Report.

32. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy

Particulars required under section 134(3) of the Companies Act, 2013 read with Companies (accounts) Rules, 2014 is not applicable as the Company is not energy conservative; however your company is taking necessary steps to save the energy.

b) Technology Absorption

Over the years, your Company has brought into the country the best that the world has to offer in terms of technology.

In its continuous endeavor to serve the patients better and to bring healthcare of international standards, your Company has introduced the latest technology in its hospitals.

c) Foreign exchange earnings and Outgo

Foreign Exchange Earnings :Nil Foreign Exchange Outgo : Nil

33. Corporate Social Responsibility (CSR)

As per the Provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, the Corporate Social Responsibility (CSR) committee has been formed by the company. The areas for CSR activities are promoting health care including preventive health care, promoting education and enhancing vocation skills to enhance employment opportunities. The Company is required to spend a minimum of Rs. 3.39 crores for the purpose of CSR for the Financial Year 2021-22. Your Company has spent an amount of Rs. 3.40 crores towards CSR activity the details of which are mentioned in the notes to accounts in the Financial Statements. A report on CSR activity is enclosed as ANNEXURE - IV to this report.

34. Compliance with Secretarial Standards

During the year under review, the Company has duly complied with the applicable provisions of the Revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

35. Human Resources

Your Company treats its âhuman resourcesâ as one of its most important assets. Your Company continuously invests in attracting, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway.

36. Obligation of company under the Sexual Harassment of Women at Workplace (prevention, prohibition and redressal) Act, 2013.

In order to prevent sexual harassment of women at work place a new act, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has received Nil complaints.

37. Directorsâ Responsibility Statement

The Directorsâ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:

a) That in preparation of the annual financial statement for the year ended 31st March 2022, applicable accounting standards had been followed along with proper explanation relating to material departures if any;

b) That such accounting policies have been selected 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 as of March 31,2022, and of the profit of the Company for the year ended on that date;

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

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

e) 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, Risk Management Committee, the Board is of the opinion that proper internal financial controls are in place and such internal financial controls are adequate and are operating effectively.

f) That proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively;

38. Transfer of Amounts to Investor Education and Protection Fund

39. Acknowledgment

Your Directors place on record their gratitude to the Central Government, State Governments and all other Government agencies for the assistance, co-operation and encouragement they have extended to the Company.

Your Directors also take this opportunity to extend a special thanks to the medical fraternity and patients for their continued cooperation, patronage and trust reposed in the Company. Your Directors also greatly appreciate the commitment and dedication of all the employees at all levels, that has contributed to the growth and success of the Company.

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Directors Report of Krishna Institute of Medical Sciences Ltd.

1. Financial Summary of the Company

2. Results of operations/state of companyâs affair

3. Consolidated Financial Statements

4. Change in the nature of the business, if any:

5. Dividend

6. Transfer of Reserves

7. Share Capital

8. Directors and Key Managerial Personnel

Independent Directors

Key Managerial Personnel and Change in Directors during the year

9. Board Functioning & Meetings

10. Nomination and Remuneration Policy

11. Annual Return

12. Details of Subsidiary/Joint Ventures/Associate Companies

13. Particulars of contracts or arrangements with related parties.

14. Statutory Auditors

15. Cost Auditors

16. Adequacy of Internal Financial Controls:

17. Secretarial Auditors Report

27. Particulars of loans, guarantees, or investments under section 186

28. Particulars of employees and related disclosures

29. Corporate Governance

30. Management Discussion and Analysis

31. Business Responsibility and Sustainability Report (BRSR)

32. Conservation of energy, technology absorption and foreign exchange earnings and outgo

a) Conservation of energy

b) Technology Absorption

c) Foreign exchange earnings and Outgo

33. Corporate Social Responsibility (CSR)

34. Human Resources

35. Compliance with Secretarial Standards

36. Obligation of company under the Sexual Harassment of Women at Workplace (prevention, prohibitionand redressal) Act, 2013.

37. Cyber Security:

38. Confirmation and Opinion of the Board on Independent Directors

39. Directors and Officers Insurance

40. Names of Companies, which have become or ceased to be Companyâs Subsidiaries, Joint Venturesor Associate Companies during the year.

41. Designate Person for furnishing or providing information to the Registrar of Companies with respectto beneficial interest in shares of the company.

42. Transfer of Amounts to Investor Education and Protection Fund

43. Directorsâ Responsibility Statement

44. Acknowledgment

1. Financial Summary of the Company

2. Results of operations/state of companyâs affair

3. Consolidated Financial Statements

4. Change in the nature of the business, if any:

5. Dividend

6. Transfer of Reserves

7. Share Capital

8. Directors and Key Managerial Personnel

Independent Directors

Key Managerial Personnel and Change in Directors during the year

Retirement by Rotation

9. Board Functioning & Meetings

10. Nomination and Remuneration Policy

11. Annual Return

12. Details of Subsidiary/Joint Ventures/Associate Companies

13. Particulars of contracts or arrangements with related parties.

14. Statutory Auditors

15. Cost Auditors

30. Management Discussion and Analysis

31. Business Responsibility and Sustainability Report (BRSR)

32. Conservation of energy, technology absorption and foreign exchange earnings and outgo

a) Conservation of energy

b) Technology Absorption

c) Foreign exchange earnings and Outgo

33. Corporate Social Responsibility (CSR)

34. Human Resources

35. Compliance with Secretarial Standards

36. Obligation of company under the Sexual Harassment of Women at Workplace (prevention, prohibition and redressal) Act, 2013.

37. Directorsâ Responsibility Statement

38. Transfer of Amounts to Investor Education and Protection Fund

39. Acknowledgment

2. Results of operations/state of companyâs affair

3. Consolidated Financial Statements

4. Change in the nature of the business, if any:

5. Dividend

6. Transfer of Reserves

7. Share Capital

8. Directors and Key Managerial Personnel

Independent Directors

2. Results of operations/state of companyâs affair

36. Obligation of company under the Sexual Harassment of Women at Workplace (prevention, prohibition
and redressal) Act, 2013.

40. Names of Companies, which have become or ceased to be Companyâs Subsidiaries, Joint Ventures
or Associate Companies during the year.

41. Designate Person for furnishing or providing information to the Registrar of Companies with respect
to beneficial interest in shares of the company.

43. Directorsâ Responsibility Statement

2. Results of operations/state of companyâs affair

37. Directorsâ Responsibility Statement

2. Results of operations/state of companyâs affair

24. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

38. Directorsâ Responsibility Statement

2. Results of Operations/state of companyâs affair

25. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.