Directors Report of Looks Health Services Ltd.

Mar 31, 2025

The Directors present this 14^th Annual Report of Looks Health Services Limited (the Company) along with the audited financial
statements for the financial year ended March 31, 2025.

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s)
thereof, for time being in force) ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), this report covers the financial results and other developments during the
financial year ended on 31^st March, 2025, in respect of Looks Health Services Limited.

1. FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS:

1.1 The financial performance of the Company for the financial year ended 31st March, 2025 is summarized below:

Particulars	Year Ended	Year Ended
	On 31.03.2025	On 31.03.2024
Revenue from operations	39.47	0.00
Other Income	39.05	45.76
Total Revenue	78.52	45.76
Operating and Administrative expenses	61.47	33.95
Operating Profit before finance costs, Depreciation and Tax	17.06	11.81
Less: Depreciation and Amortization expenses	14.17	14.17
Profit before finance costs, exceptional items, tax and Deff tax adjustable in/(recoverable from) future tariff	2.89	(2.36)
Less: Finance Costs	0.00	0.00
Less: Exceptional Item	0.00	0.00
Profit Before Tax (PBT)	2.89	(2.36)
Provision for Tax (Including Deferred Tax)	0.50	(0.59)
Profit after Tax	2.39	(177)
Other Comprehensive Income	0.00	0.00
Total Comprehensive Income for the year	0.00	0.00
Profit available for appropriation	2.39	(177)
Retained earning	19.86	(18.09)
Add: Profit for the year	2.39	(1.77)
Add: Securities premium	450.00	450.00
Add/(Less) Other Comprehensive Income /(Loss)	0.00	0.00
Dividend paid/ to be paid on equity shares	0.00	0.00
Other Equity closing balance	432.53	430.14

PERFORMANCE HIGHLIGHTS:

A. REVENUE: During the year under review, the Company recorded revenue from operations amounting to Rs. 39.47 lakhs, as
compared to NIL in the previous year, reflecting a significant improvement in operational performance.

B. OPERATING AND ADMINISTRATIVE EXPENSES: The operating Expenses of Rs. 61.47 Lakhs during FY 2024-25, as compared to
previous financial year 2023-24 incurred of Rs. 33.95 lakhs.

C. DEPRECIATION AND AMORTISATION EXPENSES: The depreciation expense remains unchanged at ^14.17 lakhs, the same as in the
previous financial year 2023-24.

D. TOTAL PROFIT BEFORE AND AFTER TAX FOR THE YEAR: The profit before tax of Rs. 2.89 Lakhs during FY 2024-25, as compared to
previous financial year 2023-24 loss before tax of Rs. 2.36 lakhs. The profit after tax of Rs. 2.39 Lakhs during FY 2024-25 as compared
to previous financial year 2023-24 loss after tax of Rs. 1.77 lakhs.

E. TRANSFER TO RESERVES: The Board of Directors have decided to retain the entire amount of profit for F.Y. 2024-25 in the
Statement of Profit & Loss as at March 31, 2025.

2. DIVIDEND:

During the period under review, the Board of Directors does not recommend any dividend.

3. STATEMENT OF DEVIATION OR VARIATION

During the period under review, disclosures relating to deviations or variations in the terms of a public issue, rights issue, preferential
issue, etc., are not applicable to the Company, as no shares or other securities were issued during the year.

4. BUY-BACK OF SHARES:

During the period under review, no shares were bought back by the Company.

5. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

During the period under review, there were no shares in the demat suspense account or unclaimed suspense account.

6. EMPLOYEE STOCK OPTION SCHEME (ESOP):

The Company does not have any Employee Stock Option Scheme (ESOP).

7. HUMAN RESOURCES DEVELOPMENT: -

Continuous efforts are put in to improve the working environment with a focus on employee well-being and capability building
enabling them to perform at their best for the Company. We provide robust leadership development efforts to home employee skills
and help keep the Company ahead of the curve. People are our real strength and therefore while pursuing best-in-class performance;
the Company is significantly increasing its investment in its employees with training and development. The Company invests in
training and knowledge.

8. TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends of a company which remain unpaid or unclaimed for a
period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the company to the Investor
Education and Protection Fund ("IEPF").

In terms of the foregoing provisions of the Companies Act, 2013, there is no dividend which remains outstanding or remains to be
paid and require to be transferred to the IEPF by the Company during the year under review.

Dividend Declared for the Last Years: N.A.

Due date for transfer to IEPF, of the unclaimed/unpaid dividends are as under: N.A.

9. SHARE CAPITAL:

During the year under review, the Company has not altered/modified its authorised share capital and has not issued any shares. The
Company has not issued any sweat equity shares to its directors or employees.

The Paid-up Share Capital of the Company as on 31st March, 2025 is Rs. 10,50,00,000/- divided into 1,05,00,000 Equity Shares of Rs.
10/- each fully paid up.

During the year under review, the Company has not issued shares with differential voting rights. As on March 31, 2025, none of the
Directors of the Company holds instruments convertible into equity shares of the Company.

10. RESERVES AND SURPLUS:

The Company has transferred amount of the surplus of P & L account for the financial year ended 31st March, 2025.

11. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Securities and Exchange
Board of India (Listing Obligation and Disclosure Requirements) Regulations 2015 (LODR Regulation) read with Schedule V thereto, is
forms part of this Annual Report as ANNEXURE-1

12. CORPORATE GOVERNANCE:

The Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest
standards of compliance. Pursuant to Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018
a report on Corporate Governance forms an integral part of this Annual Report as ANNEXURE 2.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the financial year under review, the provisions related to CSR were not applicable to the Company.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company which have occurred between the
end of the financial year ended 31st March, 2025 to which the Financial Statements relates and the date of signing of this report.

15. RISK MANAGEMENT POLICY:

Pursuant to Regulation 21(5) of SEBI (LODR) Regulations, 2015, the company does not fall under list of Top 1000 companies and thus
the company is not required to frame Risk Management Policy mandatorily.

The Company has a well-defined risk management framework in place. The Company has established procedures to periodically place
before the Audit Committee and the Board, the risk assessment and minimization procedures being followed by the Company and
steps taken by it to mitigate these risks.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES:

The Company has formulated a comprehensive Whistle Blower Policy in compliance with the provisions of Section 177(9) and 177(10)
of The Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 with a
will to enable the stakeholders, including directors, individual employees to freely communicate their concerns about illegal or
unethical practices and to report genuine concerns to the Audit Committee of the Company. The policy on Vigil Mechanism has been
uploaded on the Company''s website: https://looksclinic.in/.

17. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013:

The Company has in place a policy on prevention, prohibition and redressal of Sexual Harassment at workplace in line with the
requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal
Complaints Committee has been setup to redress the complaints received on the sexual harassment. All employees of the Company
are covered under this policy.

During the period under review, no complaints on sexual harassment were received.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm''s Length basis. No
Material Related Party Transactions, entered during the year by your Company as per Section 188 of the Companies Act, 2013 which
require approval of the member. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the
Companies Act, 2013 in Form AOC-2 is not applicable. Further disclosure of transactions with related parties is set out as part of the
financial statements.

The Policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board
may be accessed on the website of the Company at the link https://looksclinic.in/

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

Pursuant to Section 186 of the Companies Act, 2013, disclosure on particulars relating to loans, advances, guarantees and investments
are provided as part of the financial statements to the Members of LOOKS HEALTH SERVICES LIMITED of even date of Standalone
Financial Statements.

20. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31
OF 2016) DURING THE FINANCIAL YEAR:

During the period under review, there was no application made or any proceeding pending under The Insolvency & Bankruptcy Code,
2016 against/by the company.

21. 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
DURING THE FINANCIAL YEAR:

During the period under review, there was no valuation done in the company as there is no such incident of one-time settlement.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the period under review, there were no significant / material orders passed by the regulators or courts or tribunals, impacting
the going concern status and Company''s operations in future.

23. ANNUAL RETURN:

Pursuant to Section 92(3) and 134(3) (a) of the Companies Act, 2013 the Annual Return of the Company prepared in accordance with
Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 (as
amended), is placed on the website of the Company and is accessible at the web-link https://looksclinic.in/.

24. CREDIT RATING:

During the year under review, the requirement of credit rating of securities of company was not applicable and hence no credit rating
has been undertaken.

25. PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review and as such, no amount on account of
principal or interest on deposits from public was outstanding as on 31st March, 2025.

26. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE:

During the year under review, the company is not having any subsidiary, associates or joint venture.

27. CHANGE IN NATURE OF BUSINESS:

During the year under review, there has been no change in the Company''s nature of business.

28. DIRECTORS:

During the year under review, the Board of the Company is duly constituted. None of the directors of the Company is disqualified
under the provisions of the Companies Act, 2013 or the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, MS. MONIKA JOSHI (DIN:
10652494), Whole Time Director, retires by rotation and being eligible, offers herself for reappointment at the ensuing AGM. Her
appointment is placed for approval of the members and forms part of the notice of the 14^th AGM. The information about the Director
seeking her reappointment as per Para 1.2.5 of Secretarial Standards on General Meetings and Regulation 36 (3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2018 has been given in the notice convening the 14^th AGM.

29. KEY MANAGERIAL PERSONNEL:

Pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company as on 31^st March, 2025:

i. Mr. Pritesh Champalal Doshi, Managing Director;

ii. Ms. Monika Joshi, Whole Time Director;

iii. Mr. Milinath Gavas, Chief Financial Officer.

The changes in the key managerial personnel are provided in corporate information of the annual report for the year 2024-25.

The remuneration and other details of these Key Managerial Personnel for Financial Year 2024-25 are provided in the Annual Return
which is available on the website of the Company.

30. COMMITTEES:

As per the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018,
the following committees were constituted and the composition, meeting of committees held during the year are as follows.

i. Audit Committee:

The Composition of the Audit Committee is as follows:

Sr. No	Name of the Members	Status	Date of appointment	Date of resignation	Number of meetings held/attended
1	Mr. Pritesh Champalal Doshi	Member (Managing Director)	02.01.2012	-	5/3
2	Ms. Sejal Hitesh Jain	Chairman (Independent Director)	01.04.2021	-	5/3
3	Mr. Krishna Mukesh Sangani	Member (Independent Director)	10.08.2023	30.09.2024	5/3
4	Mr. Dhruv Pravinbhai Rajgor	Chairperson (Independent Director)	05.09.2024	-	5/2
5	Ms. Monika Joshi	Member (Whole Time Director)	05.09.2024	-	5/2
6	Mr. Bhavin Mahendrakumar Hirpara	Member (Independent Director)	05.09.2024	-	5/2

During the financial year 2024-25, Audit Committee met Five times on 30^th May, 2024, 29^th July, 2024, 05^th September, 2024, 14^th
November, 2024 and 13^th February, 2025.

ii. Nomination and Remuneration Committee:

The Composition of the Nomination and Remuneration Committee is as follows:

Sr. No	Name of the Members	Status	Date of appointment	Date of resignation	Number of meetings held/attended
1	Mr. Pritesh Champalal Doshi	Member (Managing Director)	02.01.2012	-	2/1
2	Ms. Sejal Hitesh Jain	Chairman (Independent Director)	01.04.2021	-	2/1
3	Mr. Krishna Mukesh Sangani	Member (Independent Director)	10.08.2023	30.09.2024	2/1
4	Mr. Dhruv Pravinbhai Rajgor	Chairperson (Independent Director)	05.09.2024	-	2/1
5	Mr. Bhavin Mahendrakumar Hirpara	Member (Independent Director)	05.09.2024	-	2/1
6	Mr. Mihir Ganappa	Member (Non-Executive Director)	05.09.2024	-	2/1

During the financial year 2024-25, Nomination and Remuneration Committee met two times on 05^th September, 2024 and 17^th
February, 2025.

iii. Stakeholders Relationship Committee:

The Composition of the Stakeholders Relationship Committee is as follows:

Sr. No	Name of the Members	Status	Date of appointment	Date of resignation	Number of meetings held/attended
1	Mr. Pritesh Champalal Doshi	Member (Managing Director)	02.01.2012	-	2/1
2	Ms. Sejal Hitesh Jain	Chairman (Independent Director)	01.04.2021	-	2/1
3	Mr. Krishna Mukesh Sangani	Member (Independent Director)	10.08.2023	30.09.2024	2/1
4	Mr. Dhruv Pravinbhai Rajgor	Chairperson (Independent Director)	05.09.2024	-	2/0
5	Ms. Monika Joshi	Member (Whole Time Director)	05.09.2024	-	2/0
6	Mr. Bhavin Mahendrakumar Hirpara	Member (Independent Director)	05.09.2024	-	2/0

During the financial year 2024-25, Stakeholders Relationship Committee met two time on 05^th September, 2024 & 13^th February,
2025.

31. INTERNAL FINANCIAL CONTROLS:

Internal Financial Controls and their Adequacy

In terms of Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control means the policies and procedures
adopted by a company for ensuring orderly and efficient conduct of its business, including adherence to company''s policies,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and
timely preparation of reliable financial information.

Internal Control over Financial Reporting (ICFR) remains an important component to foster confidence in a company''s financial
reporting, and ultimately, streamlining the process to adopt best practices. The Company through Internal Audit Program is regularly
conducting test of effectiveness of various controls. The ineffective and unsatisfactory controls are reviewed and remedial actions are
taken immediately. The internal audit plan is also aligned to the business objectives of the Company which is reviewed and approved
by the Audit Committee. Further, the Audit Committee monitors the adequacy and effectiveness of the Company''s internal control
framework.

Adequate internal financial controls are in place which ensures the reliability of financial and operational information. The regulatory
and statutory compliances are also ensured.

Internal Control systems and their Adequacy

The Company has Internal Control Systems, commensurate with the size, scale and complexity of its operations. The Internal Auditor
monitors and evaluates the efficacy and adequacy of internal control systems in the Company, accounting procedures and policies
within the Company. Based on the report of internal audit function, process owners undertake corrective action in respective areas
and thereby strengthen the controls. Significant observations and corrective actions thereon are presented to the Audit Committee
from time to time.

32. AUDITORS:

A. Statutory Auditors

The board of directors of the company has accepted the resignation of M/s Parekh Shah & Lodha, Chartered Accountants (FRN:
107487W) with effect from the resignation letter dated August 14, 2024. The board of directors of the company has appointed M/s.
KPSJ & Associate LLP, Chartered Accountants (Firm Registration No. 124845W), to fill the casual vacancy w.e.f. September 05, 2024
subject to the approval of the members in 13^th AGM. In the 13^th AGM approval of the members accorded to appoint M/s.
KPSJ & ASSOCIATES LLP, Chartered Accountants, Ahmedabad, having FRN.: 124845W, as the Statutory Auditors of the Company to
conduct the statutory audit for a period of five years commencing from the conclusion of this 13^th Annual General Meeting till the
conclusion of 18^th Annual General Meeting of the Company

B. Statutory Audit Report

There are no qualifications, reservations or adverse remarks made by M/S KPSJ & Associates & LLP, Statutory Auditors (having Firm
Registration Number is 124845W/W100209), in their report for the financial year ended 31^st March, 2025.

C. Consolidated Financial Statements

The Directors are pleased to present the Consolidated Financial Statements, prepared in accordance with the Accounting Principles
generally accepted in India, and in compliance with Section 129(3) of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2018, as amended from time to time.

As per Section 129(3) of the Companies Act, 2013, the audited Consolidated Financial Statements form part of this Annual Report.
Accordingly, the note regarding non-applicability is not required.

D. Internal Auditor

M/s Dhruvaprakash & Co., who is the Internal Auditor, has carried out internal audit for all the quarter of financial year 2024-25. Their
reports were reviewed by the Audit Committee.

E. Cost Auditor

During the Financial Year 2024-25, your Company is not required to maintain cost records under Companies (Cost Records and Audit)
Rules, 2014.

F. Secretarial Auditor and Secretarial Audit

Pursuant to the Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors had appointed M/S VKM & Associates, Company Secretaries, Mumbai as the
Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company for the FY 2024-25.

The Secretarial Audit Report in form MR-3 is annexed of the Directors'' Report as ANNEXURE-3. The report does not contain any
qualification, reservation, adverse remark or disclaimer.

G. Annual Secretarial Compliance Report

Annual Secretarial Compliance Report under regulation 24A of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015
("SEBI LODR") read with SEBI Circular dated February 08, 2019 number CIR/CFD/CMDI/27/2019, is applicable to the Company. Annual
Secretarial Compliance Report given by the M/S VKM & Associates, PCS and uploaded on BSE.

H. Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditors, Internal Auditors, Cost Auditors and Secretarial Auditors have not reported any
instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the
Companies Act, 2013 and the rules made thereunder.

33. MEETINGS OF THE BOARD AND COMMITTEES:

During the Financial Year 2024-25, the Board of Directors met ten (10) times and the details of the meetings of the Board and its
Committees are given in the Corporate Governance Report (ANNEXURE 2).

The gap intervening between two meetings was within the time prescribed under the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2018.

Details of attendance of meetings of the Board:

During the financial year 2024-25, Ten Board Meetings were held on 30^th MAY, 2024, 29^th JULY, 2024, 05^th SEPTEMBER, 2024, 01^st
OCTOBER, 2024, 24^th OCTOBER, 2024, 14^th NOVEMBER, 2024, 28^th NOVEMBER, 2024, 30^th JANUARY, 2025, 13^th FEBRUARY, 2025,
and 17^th FBRUARY, 2025. The composition of the Board, attendance at the Board Meetings during the year ended on 31st March,
2025 and the last Annual General Meeting and also the number of other directorships and Committee memberships are given below:

Name of the Director	Category	Attendance particular 2024-25
		Board Meeting held During tenure of Director	Board Meeting Attended	Last AGM Attend or Not	No. of Directorship in other Public Ltd. Cos	Chairman- Membership in other public Limited Cos
Mr. Pritesh Champalal Doshi	Managing Director	10	10	Yes	0	0
Ms. Sejal Hitesh Jain	Independent Director	10	10	Yes	0	0
Mr. Krishna Mukesh Sangani resign w.e.f. 30.09.2024	Independent Director	3	3	Yes	0	0
Ms. Monika Joshi Appoint as Additional Director w.e.f. 05.09.2024 and regularize in AGM held on 30.09.2024 and appoint as WTD	Whole Time Director	7	7	No	2	0
Mr. Mihir Ganappa Appoint as Additional Director w.e.f. 05.09.2024 and regularize in AGM held on 30.09.2024	Non-Executive Director	7	7	No	0	0
Mr. Dhruv Pravinbhai Rajgor Appoint as Additional Director w.e.f. 05.09.2024 and regularize in AGM held on 30.09.2024	Independent Director	7	7	Yes	0	0
Mr. Bhavin Mahendrakumar Hirpara Appoint as Additional Director w.e.f. 05.09.2024 and regularize in AGM held on 30.09.2024	Independent Director	7	7	Yes	0	0

Details of attendance of meetings of Committees and the Annual General Meeting are included in the Report on Corporate
Governance, which forms part of this Annual Report.

34. MEETING OF INDEPENDENT DIRECTORS:

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2018, The independent directors of the listed entity shall hold at least one meeting in a
financial year, without the presence of non- independent directors and members of the management and all the independent
directors shall strive to be present at such meeting.

During the financial year under review, the Independent Directors of the Company met on March 21, 2025 inter-alia, to discuss:

i) Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

ii) Evaluation of performance of the Chairman of the Company, taking into view of Executive and Non-Executive Directors.

iii) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary
for the Board to effectively and reasonably perform its duties.

35. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from each Independent Director of the Company under Section 149(7) of the Companies Act,
2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to
time confirming compliance with the criteria of independence as stipulated under Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time
and there has been no change in the circumstances which may affect their status as Independent Directors during the year 2024-25.

All Independent Directors of the Company have affirmed compliance with the Schedule IV of the Companies Act, 2013 and Company''s
Code of Conduct for Directors and Employees for the Financial Year 2024-25.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (''IICA'')
towards the inclusion of their names in the data bank maintained with it and they have not appeared for proficiency self-assessment
test during the period under review.

36. NON-EXECUTIVE DIRECTORS'' COMPENSATION AND DISCLOSURES:

None of the Independent / Non- Executive Directors has any pecuniary relationship or transactions with the Company which in the
Judgment of the Board may affect the independence of the Directors.

37. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Familiarization program aims to provide insight to the Independent Directors to understand the business of the Company. Upon
induction, the Independent Directors are familiarized with their roles, rights and responsibilities.

All the Directors of the Company are updated as and when required, of their role, rights, responsibilities under applicable provisions of
the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to
time, Secretarial Standards; nature of industry in which the Company operates, business model of the Company, etc. The Company
holds Board and the Committee Meetings from time to time. The Board of Directors has complete access to the information within
the Company. The Independent Directors have the freedom to interact with the Company''s management. Directors are also informed
of the various developments in the Company through various modes of communications. All efforts are made to ensure that the
Directors are fully aware of the current state of affairs of the Company and the industry in which it operates.

The details of the familiarization programme undertaken have been uploaded on the Company''s website: https://looksclinic.in/.

38. PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEES:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors
pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018
as amended from time to time.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as
the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of
criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India
on January 5, 2017. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole
and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria
such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration
Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of
independent directors was done by the entire Board, excluding the independent director being evaluated.

39. DIRECTORS'' APPOINTMENT AND REMUNERATION POLICY:

The Company has on the recommendation of the Nomination & Remuneration Committee framed and adopted a Nomination and
Remuneration Policy in terms of the Section 178 of the Companies Act, 2013 with effect from 24^th April, 2025. The policy, inter alia
lays down the principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel and
senior management personnel of the Company.

The policy on The Nomination & remuneration Policy of the Company and other matters provided in Section 178(3) of the Companies
Act, 2013 has been annexed as ANNEXURE 4.

The Nomination & Remuneration Policy of the Company is on the website of the Company: https://looksclinic.in/.

40. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given in ANNEXURE-5 of this Report.

The information required under Section 197(12) of Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, including amendment thereto, is provided in the ANNEXURE-5 forming part
of the Report.

During the year, the Company had no employee who was employed throughout the Financial Year or part thereof and was in receipt
of remuneration, which in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the
Managing Director or Whole-Time Director or Manager and holds by himself or along with his spouse and dependent children, not less
than 2% of the equity shares of the Company.

41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

In accordance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 (as amended),
the requirement to submit a Business Responsibility Report has been discontinued from the financial year 2022-23 onwards. Instead,
the top 1,000 listed companies based on market capitalization as on 31st March of the relevant financial year are required to submit a
Business Responsibility and Sustainability Report (BRSR), in the format prescribed by SEBI Circular No. SEBI/HO/CFD/CMD-
2/P/CIR/2021/562 dated 10th May, 2021.

As our Company does not fall within the top 1,000 listed entities based on market capitalization as per the BSE list as on 31st March
2025, the requirement to submit the BRSR for the financial year 2024-25 is not applicable.

42. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to details of conservation of energy, technology absorption, foreign exchange earnings and outgo as
required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies Accounts Rules, 2014 are as follows:

A) Conservation of energy:

As required by Rule 8 to Companies (Account Rules, 2014),

- Company ensures that the operations of the Company are conducted in the manner where by optimum utilization and
maximum possible savings of energy is achieved.

- No specific investments have been made for reduction in energy consumption.

B) Technology Absorption:

The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use
the scarce resources effectively. Further, the company has not incurred any expenses towards Research & Development.

C) Foreign Exchange earnings and Outgo:

The Particulars of Foreign Exchange and Outgo for the year under review are as follows:

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Foreign Exchange Earning	39,47,136	-
Foreign Exchange Outgo	-	-

43. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors'' Responsibility Statement referred to in Section 134 (3) (c) of the Companies Act, 2013 shall state that:

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the
financial year and profit of the Company for that period;

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

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

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

44. SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards on Meetings of Board of Directors (SS-1) and General Meetings (SS-2)
issued by the Institute of Company Secretaries of India.

45. PROHIBITION OF INSIDER TRADING:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended
(PIT Regulations), the Company has adopted the revised "Code of Conduct to Regulate, Monitor and Report Trading by Insiders" ("the
Code"). The Code is applicable to all Directors, Designated persons and connected Persons and their immediate relatives, who have
access to unpublished price sensitive information relating to the Company.

The Company has also formulated ''Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
(UPSI)'' incompliance with the PIT Regulations.

The aforesaid Codes are posted on the Company''s website and can be accessed by using web link at: https://looksclinic.in/.

46. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE
PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of
integrity and are highly qualified, recognized and respected individuals in their respective fields. It''s an optimum mix of expertise
(including financial expertise), leadership and professionalism.

47. CEO/CFO CERTIFICATION:

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from
time to time, the Managing Director and CFO of the Company have certified the accuracy of the Financial Statements and adequacy of
Internal Control Systems for financial reporting for the year ended 31^st March, 2025. The certificate is annexed in ANNEXURE-6.

48. DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY''S
CODE OF CONDUCT:

The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across the
Company. This Code is reviewed on an annual basis and the latest Code is available on the website of the Company at web link
https://looksclinic.in/.

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time, a
confirmation from the Managing Director regarding compliance with the Code by all the Directors and senior management of the
Company is annexed in ANNEXURE-7.

49. REGISTERED OFFICE OF THE COMPANY:

During the period under review, the Registered Office of the Company was shifted from its present address - 5 & 9, Floor-1 & 2,
Plot-27/33, Beaumon Chambers, Nagindas Master Lane, Hutatma Chowk, Fort, Mumbai City, Mumbai, Maharashtra, India, 400001 to
35, Floor-2, Plot-3/5, Seth Lalji Dayal Building, Dadi Seth Agiary Lane, Malharrao wadi, Kalbadevi, Mumbai-400002, Maharashtra, India
with effect from 28^th November, 2024.

50. CAUTIONARY STATEMENT:

The Annual Report including those which relate to the Directors'' Report, Management Discussion and Analysis Report may contain
certain statements on the Company''s intent expectations or forecasts that appear to be forward-looking within the meaning of
applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company
bears no obligations to update any such forward looking statement. Some of the factors that could affect the Company''s performance
could be the demand and supply for Company''s product and services, changes in Government regulations, tax laws, forex volatility
etc.

51. ACKNOWLEDGEMENT:

The Directors take this opportunity to thank the shareholders, bankers and the financial institutions for their cooperation and support
to the operations and look forward for their continued support in future. The Directors also thank all the customers, vendor partners,
also mention government and government authorities and other business associates for their continued support during the year. The
Directors place on record their appreciation for the hard work put in by all employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
LOOKS HEALTH SERVICES LIMITED

SD/- SD/-

PRITESH CHAMPALAL DOSHI MONIKA JOSHI

MANAGING DIRECTOR WHOLE TIME DIRECTOR

(DIN :05155318) (DIN: 10652494)

DATE: 04.09.2025
PLACE: MUMBAI

---

Mar 31, 2024

Your Directors have great pleasure in presenting the 13^th Board''s Report together with the Audited Balance
Sheet as at 31st March, 2024 and Profit & Loss Account for the year ended on that date.

1. FINANCIAL STATEMENTS & RESULTS:

Highlights of Financial Results:

The Company''s performance during the year ended 31st March, 2024 as compared to the previous financial
year, is summarized below:

(Amount in Lacs except EPS)

Particular	For the financial year ended 31st March, 2024	For the financial year ended 31st March, 2023
Revenue from operations	-	0.75
Total Expenses	48.12	56.45
Other Income	45.76	45.47
Total Income	45.76	46.22
Less :Total Expenses	48.12	56.45
Profit/ (Loss) before tax	(2.36)	(10.23)
(Less): Tax Expenses	(0.59)	5.72
Profit / (Loss) after Tax	(1.77)	(15.96)
Other comprehensive (loss)/income for the year	-	-
Total comprehensive income for the year	(1.77)	(15.96)
No. of Equity Shares	1050	1050
EPS	(0.02)	(0.15)

2. FINANCIAL PERFORMANCE:

The total income of the Company for the year under review stood at Rs. 45.76 lacs (previous year Rs.
46.22 lacs). During the year the Company incurred a loss of Rs.1.77 lacs (previous year loss of Rs. 15.96
lacs).

3. DIVIDEND:

In order to conserve the resources for future business requirements, your Directors do not recommend
dividend for the year under review

4. SHARE CAPITAL:

As on March 31, 2024, the paid up equity share capital of the company was INR 10,50,00,000/- i.e.
10500000 equity shares of INR 10 each. There was no change in Paid-up Share Capital of the Company
during the Financial Year 2023-24.

5. BOARD OF DIRECTORS

As on March 31, 2024, the Board comprised of one Executive Director- Mr. Pritesh Doshi- Managing
Director and two Non-Executive Independent Directors. The Company has received necessary
declarations from the Independent Directors stating that they meet the prescribed criteria for
independence. Based on the confirmations/disclosures received from the Directors under Section 149(7)
of the Companies Act 2013 and on evaluation of the relationships disclosed, the following Non-Executive
Directors are considered as Independent Directors:

a) Ms. Krishna Sangani

b) Ms. Sejal Jain

6. DECLARARTION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors of the Company
under sub- section (7) of Section 149 of the Companies Act, 2013 confirming that they meet the criteria of
independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and
Regulation 25 of the SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015.

7. ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015, mandates that the Board shall
monitor and review the Board evaluation framework. The framework includes the evaluation of directors
on various parameters such as:

i. Board dynamics and relationships

ii. Information flows

iii. Decision-making

iv. Relationship with stakeholders

v. Company performance and strategy

vi. Tracking Board and committee''s effectiveness

vii. Peer evaluation

Pursuant to the provisions of the Companies Act, 2013 a formal annual evaluation needs to be made by
the Board of its own performance and that of its committees and individual directors. Schedule IV of the
Companies Act, 2013 states that the performance evaluation of the independent directors shall be done
by the entire Board of Directors, excluding the director being evaluated. The Board works with the
nomination and remuneration committee to lay down the evaluation criteria.

The Board has carried out an evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and
Stakeholders Relationship Committees of the Company. The Board has devised questionnaire to evaluate
the performances of each of executive, non-executive and Independent Directors. Such questions are
prepared considering the business of the Company and the expectations that the Board have from each of
the Directors. The evaluation framework for assessing the performance of Directors comprises of the
following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management;

v. Ability to contribute to and monitor our corporate governance practices.

8. CHANGES IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Company''s Board is duly constituted and is in compliance with the requirements of the Companies
Act, 2013, the Listing Regulations and provisions of the Articles of Association of the Company.
Your Board has been constituted with requisite diversity, wisdom and experience commensurate to
the scale of operations of your Company.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management
& Administration) Rules, 2014 and Articles of Association of the Company, Mr. Pritesh Doshi (DIN:
05155318), who retires by rotation and being eligible, has offered himself for re-appointment.

Your Board recommends re-appointment of the above Director. The following changes occurred in the
Company:

The Board of Directors in their meeting held on 10^th August, 2023 approved the appointment of Ms.
Krishna Sangani as the Additional Director and her designation was regularized to Non-Executive
Independent Director in the 12^th AGM held on 29^th September, 2023.

The Board of Directors in their Meeting held on 05^th September, 2024 approved the following
appointments/ re-designation:

1. Appointed Mrs. Monika Joshi as Additional Director and her designation is due to be regularized to
Chairperson & Whole-time Director in this AGM. Details of her appointment are mentioned in the
Notice.

2. Mr. Pritesh Doshi resigned as Chairperson w.e.f. closing hours of 05^th September, 2024

3. Appointed Mr. Mihir Ganappa as Additional Director and his designation is due to be regularized to Non¬
Executive Non-Independent Director in this AGM. Details of his appointment are mentioned in the
Notice.

4. Appointed Mr. Dhruv Pravinbhai Rajgor as Additional Director and his designation is due to be
regularized to Non-Executive Independent Director in this AGM. Details of his appointment are
mentioned in the Notice

5. Appointed Mr. Bhavin Mahendrakumar Hirpara as Additional Director and his designation is due to be
regularized to Non-Executive Independent Director in this AGM. Details of his appointment are
mentioned in the Notice

The Company has formulated code of conduct on appointment of directors and senior management. This
code of conduct can be accessed on the website of the Company at the link https://looksclinic.in/wp-
content/uploads/2021/05/Code-of-Conduct-for-Board-of-Directors-Senior-Management.pdf

9. MEETINGS OF THE BOARD:

Six meetings of the Board of Directors were held during the year. The details of number of meetings of the
Board held during the financial year 2023-24 are provided in Corporate Governance Report which forms
an integral part of this Report. The gap between any two meetings never exceeded 120 days.

10. COMMITTEES OF THE BOARD:

There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year,
are provided in Corporate Governance Report which forms an integral part of this Report.

11. DIRECTORS'' RESPONSIBILITY STATEMENT :

As required under Section 134(3)(c) of the Companies Act, 2013 and according to the information and
explanations received by the Board, your Directors state that:

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

b) the directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the profit of the company for
that period;

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

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

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

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

12. ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2024 is available on the Company''s website and can
be accessed viz. www.looksclinic.in.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the financial year under review, the provisions related to CSR were not applicable to the
Company.

14. CORPORATE GOVERNANCE:

Corporate Governance is about maximizing shareholders value legally, ethically and sustainably. At Looks
Health Services Limited, the goal of Corporate Governance is to ensure fairness for every stakeholder. We
believe Corporate Governance is critical to enhance and retain investor trust. Our Board exercises its
judiciary responsibilities in the widest sense of the term. We also endeavor to enhance long-term
shareholder value and respect minority rights in all our business decisions. As per regulation 34 of the
Listing Regulations, a separate section on corporate governance practices followed by your Company,
together with a certificate from M/s. VKM & Associates, Practicing Company Secretary, on compliance

with corporate governance norms under the Listing Regulations, is provided as Annexure- I to this Annual
Report.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 the Management Discussion and Analysis Report, which gives a detailed account of state of affairs
of the Company''s operations forms part of this Annual Report as Annexure- II.

16. STOCK EXCHANGE:

The Equity Shares of the Company are listed at BSE Limited. The Company has paid the requisite Annual
listing fees to the aforesaid Stock Exchange.

17. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted deposits within the meaning of Section 73
and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on
particulars relating to loans, advances, guarantees and investments are provided as part of the financial
statements.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on
Arm''s Length basis. No Material Related Party Transactions, entered during the year by your Company
as per Section 188 of the Companies Act, 2013 which require approval of the member. Accordingly, the
disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in
Form AOC-2 is not applicable. Further disclosure of transactions with related parties is set out as part of
the financial statements.

The Policy on materiality of related party transactions and also on dealing with related party
transactions as approved by the Board may be accessed on the website of the Company at the link-
https://looksclinic.in/wp-content/uploads/2021/07/related-party-transaction-policy.pdf

20. PARTICULARS OF REMUNERATION:

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel Rules, 2014, details of the ratio of
remuneration of each Director to the median employee''s remuneration are appended to this report as
Annexure -III.

During the year under review, no employee was in receipt of remuneration exceeding the limits as
prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted a Vigil mechanism / Whistle blower Policy to deal with instance of fraud and
mismanagement, if any. The Company has established a mechanism for directors and employees to
report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct
and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and
employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit
Committee in the exceptional cases. The details of the Vigil Mechanism Policy are explained in the
report of Corporate Governance and also posted on the website of the Company-
https://looksclinic.in/wp-content/uploads/2021/05/Whistle-Blower-Policy.pdf. We affirm that during
the financial year 2023-2024, no employee or director was denied access to the Audit Committee.

22. REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing and Obligation
Disclosure Requirements) Regulations 2015 and on the recommendation of the Nomination and
Remuneration Committee, the Board has adopted a Policy on criteria for appointment of Directors, Key
Managerial Personnel, Senior Management and their remuneration. The salient features of the
Remuneration Policy are stated in the Report on Corporate Governance which forms part of this Annual
Report.

The policy can be accessed at the Link- https://looksclinic.in/wp-content/uploads/2021/05/criteria-of-
making-payment-to-non-executive-directors.pdf

23. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention,
prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules
thereunder. There was no complaint on sexual harassment during the year under review.

The following is reported pursuant to Section 22 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:

a. Number of complaints filed during the financial year : NIL

b. Number of complaints disposed off during the financial year : NIL

c. Number of cases pending as on end of the financial year : NIL

The policy can be accessed on the website of the Company at the link:
https://looksclinic.in/wp-content/uploads/2021/05/Policy-on-Sexual-Harassment.pdf

24. RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy to identify the risk, analyze and to
undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for
identification and steps to control them through a well-defined procedure.

25. AUDITORS:

• STATUTORY AUDITORS:

M/s. Parekh Shah & Lodha, Chartered Accountants, bearing (Firm Registration Number: 107487W) who
are the statutory auditors of the Company, were appointed at the 10^th Annual General Meeting to hold
office till the conclusion of 15^th Annual General Meeting.

The report issued by M/s. Parekh Shah & Lodha, Chartered Accountants, bearing (Firm Registration
Number: 107487W), Statutory Auditor for FY 2023-24 forms part of this report.

Further, M/s. Parekh Shah & Lodha, Chartered Accountants, bearing (Firm Registration Number:
107487W) resigned as Statutory Auditors w.e.f. 14^th August, 2024 as the validity of their Peer review had
expired on 31-07-2024 and to fill their casual vacancy M/S KPSJ & ASSOCIATES LLP, Chartered
Accountants, bearing (Firm Registration Number: 124845W/W100209) appointed w.e.f. 05^th September,
2024.

The Auditor''s Report for the year ended 31st March, 2024 does not contain any qualification,
reservation or adverse remark. Pursuant to provisions of Section 143(12) of the Companies Act, 2013,
the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year
under review. The Auditor''s Report is enclosed with Financial Statements in this Annual Report.

• INTERNAL AUDITOR:

The Company has re-appointed M/s. Dhruvaprakash & Co, Chartered Accountants (FRN.: 117674W) as
its Internal Auditor. The Internal Auditor has given his reports on quarterly basis to the Audit
Committee.

Based on the report of internal audit, management undertakes corrective action in the respective
areas and strengthens the levels of Internal Financial and other operational controls.

• SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed M/s. VKM &
Associates, Practicing Company Secretaries, to conduct Secretarial Audit of the Company. The Report of
the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2024 is enclosed as Annexure-
IV to this Report.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in the
report.

26. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Board of your Company has laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and operating effectively. Your Company has
adopted policies and procedures for ensuring the orderly and efficient conduct of its business,
including adherence to the Company''s policies, the safeguarding of its assets, the prevention and

detection of frauds and errors, the accuracy and completeness of the accounting records, and the
timely preparation of reliable financial disclosures.

27. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies act, 2013 read with Rule 8 of the Companies (Accounts)

Rules, 2014, details regarding the Conservation of Energy, Technology Absorption and Foreign Exchange

Earnings and Outgo for the year under review are as follows:

A. CONSERVATION OF ENERGY:

a. Steps taken or impact on conservation of energy - The Operations of the Company do not consume
energy intensively. However, the Company continues to implement prudent practices for saving
electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities
undertaken by the Company are not energy intensive, the Company shall explore alternative sources
of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment - Nil

B. TECHNOLOGY ABSORPTION:

a. The efforts made towards technology absorption - The Company continues to take prudential
measures in respect of technology absorption, adaptation and take innovative steps to use the scarce
resources effectively.

b. The benefits derived like product improvement, cost reduction, product development or import
substitution- Not Applicable

c. In case of imported technology (imported during the last three years reckoned from the beginning of
the financial year) - Not Applicable

d. The expenditure incurred on Research and Development - Not Applicable

The Particulars of Foreign Exchange and Outgo for the year under review are as follows:

Particulars	Year ended 31st March, 2024	Year ended 31st March, 2023
Foreign exchange earning	-	-
Foreign exchange Outgo	-	-

28. CHANGES IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business carried on by the Company.

29. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

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

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There was no significant or material order passed by any regulator or court or tribunal, which impacts the
going concern status of the Company or will have bearing on company''s operations in future.

31. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and deep appreciation for the continued support
and co - operation received by the Company from the shareholders, company''s clients, suppliers, bankers
and employees and look forward for their continued support in the future as well.

By Order of the Board

For Looks Health Services Limited

sd/-

Pritesh Doshi
Managing Director
DIN:05155318

Date: 05^th September, 2024
Place: Mumbai

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Mar 31, 2014

Dear Shareholders,

The Directors have great pleasure in presenting the 3rd Annual Report together with the Audited Balance Sheet as at 31st March, 2014 and Profit & Loss Account for the year ended on that date.

FINANCIAL RESULTS (in Rupees)

Particulars Year Ending Year Ending 31st March, 31st March, 2014 2013

Sales 19,649,496 20,245,277

Total Income 32,016,928 33,150,602

Total Expenses 26955917 28599504

EBIDTA 5061011 4551098

Depreciation & amortization expenses 5,044,061 3,928,927

Interests _ _

Taxes 59,779 183,913

Net Profit/Loss After Tax (42,829) 438,259

No. of Equity Shares 60,00,000 60,00,000

EPS (0.01) 0.07

During the year under review, Company has 5 op- erational Branches Bandra, Andheri, Goa (Calungut Beach & Panjim) & Santacruz.

REPORT ON UTILIZATION OF IPO FUNDS DUR- ING THE YEAR

Particulars Amount

Funds raised from Public Issue (including share premium) 12,00,00,000

Less - Utilization of Funds

Medical Equipments, Computers & Other Assets 7,638,544

Inter Corporate Deposits 57,500,000

Working Capital 50,370,148

IPO Expenses 4,231,517

Balance held as Cash & Cash Equivalents 259,791

DIVIDEND

In view of Loss incurred, directors do not recom- mend any dividend during the year under review.

DEMATERIALIZATION OF SHARES

In the year currently under review, the Company''s equity shares have been dematerialized to be traded in electronic form in the Depository systems oper- ated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Lim- ited (CDSL), Mumbai.

Further, the Company has appointed M/s Sharepro Services (I) Private Limited as the Registrar to the Company

SUBSIDIARIES

Presently, there is no subsidiary of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

Since there is no subsidiary of the Company at present, hence no consolidated financial statements have been prepared

PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any fixed deposits from the public.

PARTICULARS OF EMPLOYEES

Your Directors'' would like to place on record their deep appreciation of all employees for dedicated and sincere services rendered by them.

The Statement of employees required under Sec- tion 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amend- ment Rules, 1975 is not annexed, as there is no employee drawing salary exceeding the present lim- its as provided under the Act i.e. drawing monthly remuneration exceeding Five Lakh Rupees and an- nual remuneration exceeding Sixty Lakh Rupees.

PARTICULARS OF CONSERVATION OF EN- ERGY, TECHNOLOGY ABSORPTION & FOR- EIGN EXCHANGE EARNING AND OUTGO

The provisions of Section 217 (1) (e) of the Com- panies Act, 1956 and the Companies (Disclosure of Particulars in the report of Board of Directors'') Rules, 1988 regarding conservation of energy and technology absorption are not applicable. Therefore the information relating to conservation of energy or technology absorption etc is not given. The for- eign exchange earnings and outgo during the year are as follows:

Foreign Earnings : NIL Foreign Outgo: Rs. 22491/-

AUDITORS

M/s S. D. MOTTA & ASSOCIATES, Statutory Audi- tors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company. In place of them M/s. KRIPLANI MILANI & CO., Chartered Accountants, Mumbai (Firm Registration No. 130461W) be and are hereby appointed as Statutory Auditors of the Company for a term of five consecutive years. The Board of Directors and the Audit Committee recommend their appointment for the ensuing year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Direc- tors'' Responsibility Statement, the Directors hereby confirm that:-

(i) In the preparation of the annual accounts for the year ended March 31,2014, the applicable Accounting Standards have been followed and proper explanations were provided for mate- rial departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are rea- sonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit and loss of the Company for that period.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate account- ing records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevent- ing and detecting fraud and other irregularities;

(iv) The Directors had prepared the annual accounts

for the financial year ended March 31, 2014, on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 52 of the Listing Agree- ment to be entered into with Bombay Stock Ex- change Ltd., Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Directors Report.

CORPORATE GOVERNANCE

The Company''s Equity Shares got listed on May 30, 2012 on SME platform of BSE Ltd. (BSE). A detailed report on the Corporate Governance in compliance with Clause 52 of the Listing Agreement is presented as a part of the Annual Report. A Cer- tificate from the Auditor on the compliance with Cor- porate Governance requirements by your Company is attached to the Report on Corporate Governance.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance re- ceived from Shareholders, Bankers, regulatory bod- ies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment dis- played by all executives, officers and staff, result- ing in successful performance of the Company dur- ing the year.

By Order of the Board For Looks Health Services Limited

Sd/-

Pritesh Doshi Director DIN:05155318

Date: 02.09.2014 Place: Mumbai

---

Mar 31, 2013

Dear Shareholders,

The directors have pleasure in presenting the 2nd Annual Report of the Company along with Audited Financial Results for the year ended 31st March 2013.

1. FINANCIAL HIGHLIGHTS -

The working results of the company for the year stand as under -

(Amt. in Rs.)_

PARTICULARS For the year ended For the year ended 31st March 2013 31st March 2012

Gross Income 33,150,602 1,499,600

Net Profit Net Loss Before Income Tax 622171 (4,500,951)

Provision for Income Tax 183913 (116,336)

Profit Loss after Tax 438258 (4,384,615)

Appropriation out of profit NIL NIL

Proposed Dividend NIL NIL

Transfer to General Reserve NIL NIL

Transfer to Special Reserve NIL NIL

Balance Carried to Balance Sheet 438258 (4,384,615)

During the year under review, Company had 5 operational branches at Bandra, Andheri, Delhi, Goa (Calungut Beach) & Dadar & one at Chembur was in process from April''2013. Further company has opened another branch in Goa at Panjim and same was operational from August''2013.

Since Company was not operational for full year in previous year and hence comparison of current years financials with previous years will not be possible. Still Company could break even during the year under review & earn a nominal profit of Rs.4.38 Lacs during the year.

Report on Utilization of IPO Funds during the year

Particulars Amount (In Rs.)

Funds raised from Public Issue (including share premium) 12,00,00,000/-

Less - Utilization of Funds

Medical Equipments, Computers & Other Assets 54,27,366/-

Working Capital 78,35,957/-

New Branch Off. Deposit & BSE IPO Deposit 16,80,000/-

Inter Corporate Deposits given (Temporary) 9,75,00,000/-

IPO Expenses 42,31,517/-

Balance held as Cash & Cash Equivalents 33,25,160/-

2. CORPORATE GOVERNANCE

Report on Corporate Governance along with the Management Discussion & Analysis Statement & Auditors Com- pliance Certificate is included as a part of this report.

3. DIVIDEND

Considering the expansion plans & in order to conserve resources for future, directors do not recommend any dividend during the year under review.

4. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Separate Management''s Discussion & Analysis Report, which is enclosed, forms part of this report.

5. DIRETORS

In accordance with the provision of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Prashant R. Vikram & Mr. Dhruvaprakash Shetty retire by rotation at this Annual General Meeting and being eligible offer themselves for reappointment.

6. AUDITORS

M/s. S.D.MOTTA & ASSOCIATES , Chartered Accountants, who were appointed as Statutory Auditors of the Company to hold office till the conclusion of this Annual General Meeting and being eligible are recommended for re-appointment.

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act11956, Directors confirm -

(1) That in preparation of annual accounts the applicable accounting standards has been followed along with proper explanation relating to material departures.

(2) That they have selected such accounting policies & applied them consistently & made judgments & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of company at the end of financial year & of profit & Loss Account of the company for that period.

(3) That they have taken proper care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing & detecting fraud & irregularities.

(4) That they have prepared the annual accounting ongoing concern basis.

8. PUBLIC DEPOSIT

During the year 2012-13 the company has not accepted or invited any deposits from the public.

9. PARTICULARS OF EMPLOYEES

The particulars that are required under section 217 (2A) of the Companies Act, 1956 are not applicable to the Company as no employee is paid remuneration above Rs.5 Lac p.m.

11. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The particulars which are required under section 217(l)(e) of the companies Act 1956, are not applicable to the Company. Company''s earnings in Foreign Exchange are to the tune of Rs. Nil and outgoing are US$ 1670 (Rs. 91783/-) for FY2012-13 (For Purchase of Imported Medical Equipments).

11. ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the encouragement and co-operation received by the company from the bankers, government authorities, Securities & Exchange Board of India. Directors also wish to place on record their deep appreciation for the work done by the employees. Your Directors are particularly grateful to you for your continued support, understanding encouragement.

FOR & ON BEHALF OF THE BOARD

FOR LOOKS HEALTH SERVICES LTD.



Sd/-

PLACE : MUMBAI (MR. PRASHANT VIKRAM)

DATE : 30/05/2013 CHAIRMAN