Directors Report of Shanmuga Hospital Ltd.

Mar 31, 2025

Your Directors are pleasure to present the Fifth Annual Report on the business and operations
of the Company along with audited financials for the period ended 31^stMarch, 2025.

1.FINANCIAL HIGHLIGHTS:

The financial results for the year ended 31^st March 2025 are furnished below.

Particulars	2024-2025 (Rs. In Lakhs)	2023-2024 (Rs. In Lakhs)
Revenue from Operations	4785.33	4303.74
Other Income	23.35	35.04
Total Income	4808.67	4338.78
Less: Cost of Consumption	1772.74	1696.39
Less: Employee Benefit Expenses	559.25	323.64
Less: Finance Costs	62.27	60.81
Less: Other Expenses	1629.48	1424.06
Profit Before Exceptional and Extraordinary Items and Tax	568.74	703.49
Less: Exceptional Items	-	-
Less: Prior Period Item	-	ss
Less: Depreciation	215.8	130.39
Less: Tax Expenses	133.84
(i). Current Tax		165.31
(ii). Deferred Tax	13.77 0.46	(12.4)
(iii). Tax Adjustment for earlier years
Profit After Tax	420.67	524.84

2. COMPANY STATE OF AFFAIRS

During the financial year 2024-25, the Total Operating Income of the Company increased to
Rs. 4,785.33 lakhs as compared to Rs. 4,303.74 lakhs in the previous year.

The Profit After Tax (PAT) for the year under review was Rs. 420.67 lakhs, as against Rs. 524.84
lakhs in the previous year. The reduction in profitability is primarily attributable to higher
depreciation charges.

Depreciation for the year stood at Rs. 215.80 lakhs, as against Rs. 130.39 lakhs in the previous
year, consequent to additions to fixed assets and capital expenditure undertaken by the
Company.

3. DIVIDEND

Board has not recommended dividend for the financial year 2024-25 keeping in view the long¬
term objectives of the Company.

4. CHANGE IN STATUS OF THE COMPANY

During the year, your company converted itself into a Public Limited Company with effect from
6^th June 2024. Also, your company is listed with BSE SME platform with effect from 21^st February
2025.

5. RESERVES

The Company has not transferred any amount to General reserve during the year.

6. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of your Company

7. SHARE CAPITAL

• During the year the Authorised Share Capital of the Company is Rs.14,00,00,000/- (Rupees
Fourteen Crores only) divided into 1,40,00,000 (One Crore Forty Lakh shares) Equity Shares of
face value Rs. 10/- (Rs. Ten).

• Pursuant to the Initial Public Offer of Equity Shares by the Company, the Board of Directors,
in their meeting held on February 18, 2025, has allotted total 38,18,000 (Thirty-Eight Lakh
Eighteen Thousand) Equity Shares Rs. 10/- (Rupees Ten Only) each at price of Rs. 54/-
(Rupees Fifty-Four Only) per Equity Share [Including a share premium of Rs. 44/- (Rupees
Forty-Four Only) Per Equity Share to the successful allottees, whose list have been finalized
by the Company, the Registrar to the issue and merchant banker in consultation with
Bombay Stock Exchange (BSE).

• The Paid-up share capital of the company as on 31^st March, 2025 is Rs. 13,61,30,000/-
(Rupees Thirteen Crores Sixty-One Lakhs and Thirty Thousand Only) divided into 1,36,13,000
Equity Shares of Rs. 10/- each.

a. BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES:

The Company has not issued any Bonus Shares during the year under review.

d. RIGHTS ISSUE

The Company has not issued any Rights Issue during the year under review.

e. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the employees.

9. CREDIT RATING

As your company has not availed any credit facility requiring credit rating. Hence, the company
did not obtain credit rating.

10. TRANSFER OF SHARES / AMOUNT TO IEPF

During the year under review, the Company had not transferred any amount or Shares to the
Investor Education and Protection Fund.

11. 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 are no significant and material orders passed by the Regulators / Courts or tribunals that
would impact the going concern status of the Company and its future operations.

12. MATERIAL CHANGES AND COMMITMENTS 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

Nil

13. INTERNAL FINANCIAL CONTROL AND RISK MANAGEMENT

The company has an established Internal Financial Control framework including internal
controls over financial reporting, operating controls and anti-fraud framework. The frame work
is reviewed regularly by the Management and tested by internal audit team and presented to
the Audit Committee. Based on periodical testing, the framework is strengthened from time to
time, to ensure adequacy and effectiveness of Internal Financial Control. The established
controls are constantly assessed and strengthened with new / revised standard operating
procedures. The Company has adopted policies and procedures for ensuring adherence to the
Company''s policies, safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and reliability of accounting records and timely preparation of reliable
financial disclosures.

14. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

During the financial year 2024-25, no penalties have been imposed on the company by any
regulatory authorities.

15. PUBLIC DEPOSITS

The Company has not accepted any deposit from the public within the meaning of Chapter V
of the Companies Act 2013 during the year ended 31^stMarch 2025.

16. INTERNAL AUDITORS

Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules,
2014 and based on the recommendations made by the Audit Committee M/s. JV & Co,
Chartered Accountants, Salem has been appointed as the Internal Auditors for carrying out
the Internal Audit of the company for the FY 2024-25.

17. STATUTORY AUDITORS

Section 139 of the Companies Act, 2013 provided for the appointment of Statutory Auditors for a
period of five years and hence M/s P P N AND COMPANY, Chartered Accountant (Firm
Registration No. 013623s), Chennai were appointed as the Statutory Auditors of the Company in
the Annual General Meeting of the Company held on 30^th September 2023 for a period till the
conclusion of the Eighth Annual General Meeting.

18. SECRETARIAL AUDITORS

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Suryah &
Dinesh Associates LLP, Practicing Company Secretaries, as the Secretarial Auditors of the
Company in the Board Meeting held on 31st March 2025, for the FY 2025-26. The Secretarial
Audit Report issued by the Company''s Secretarial Auditor M/s. Suryah & Dinesh Associates LLP
is annexed and forms part of this Report in "Annexure-IN". The report does not contain any
qualification.

19. COST AUDITORS

The Company is required to maintain cost records as specified under Section 148(1) of the
Companies Act, 2013. However, the provisions relating to cost audit are not applicable to the
Company and accordingly, no cost auditor has been appointed

20. STATUTORY AUDITOR''S REPORT

The Statutory Auditors'' Report for the Financial Year 2024-25 does not contain any qualification,
reservation or adverse remarks and the same is enclosed with the audited financial
statements in this Annual Report.

21. ANNUAL RETURN

The Draft Annual Return of the Company is available on the company''s website:
https://shanmugahospital.com/annual-return/

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

Particulars in respect of conservation of energy, technology absorption and foreign exchange
earnings and outgo, pursuant to the provisions of Section 134 (3) (m) of the Companies Act,
2013, are given in "ANNEXURE - I" to this report.

23. BOARD OF DIRECTORS

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Board of Directors is
duly constituted.

Sr. No	din/pan	Name	Designation
1	8772887	Dr. PALANIAPPAN SHANMUGAM PANNEERSELVAM	Managing Director
2	8772888	Dr. PANNEERSELVAM PRABU SANKAR	Executive Director & CEO
3	10692764	Mrs. PANNEERSELVAM JAYALAKSHMI	Executive Director
4	10469316	Dr. DHANDAPANI PRIYADHARSHNI	Non-Executive Director
5	10692765	Mr. KARUPPIAH SARAVANAN	Non-Executive Director
6	10670386	CS BHOOPATHY AKILAN#	Independent Director
7	7830578	CS GOWRI%	Independent Director
8	9217524	Mr. RAJKUMAR ASHWIN%	Independent Director

% CA Gowri & Mr. Rajkumar Ashwin - Appointed as Independent Director at the EGM on

10.05.2024. # CS Bhoopathy Akilan - Appointed as Independent Director at the EGM on

21.06.2024.

DIRECTORS RETIRING BY ROTATION:

Dr. Panneerselvam Prabu Sankar, Executive Director & Chief Executive Officer and
Dr. Dhandapani Priyadharshni, Non-Executive and Non-Independent Directors of the Company
are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers
themselves for re-appointment.

The profile of Dr. Panneerselvam Prabu Sankar & Dr. Dhandapani Priyadharshni is given in the
Annexure to the Notice of the Annual General Meeting.

KEY MANAGERIAL PERSONNELS:

Sl. No	Name of the Key Managerial Personnels	Designation
1	Dr. Panneerselvam Prabu Sankar	Chief Executive Officer
2	Mr. Karthick	Chief Financial Officer
3	CS Kannan Anjana Maragatham	Company Secretary & Compliance Officer

During the year under review, following changes occurred in the composition of the Board of

Directors and KMP''

Sl. No. Name of the Director/KMP Designation ^Effective Nature of Change

Date

1 Veera Pratap Reddy Gandluru Company Secretary 30.04.2024 Resignation

2 Dr. Rahul Mukherjee Independent Director 10.05.2024 Appointment

3 Anjana Maragatham Company Secretary 02.05.2024 Appointment

4 Dr. Rahul Mukherjee Independent Director 01.06.2024 Resignation

5 Anjana Maragatham Company Secretary 28.06.2024 Resignation

6 Veera Pratap Reddy Gandluru Company Secretary 28.06.2024 Appointment

7 ^{Panneerselvam} Executive Director 30.09.2024 Change in Designation

Jayalakshmi

8 Karuppiah Saravanan Non- ^Executive 30.09.2024 Change in Designation

Director

9 Veera Pratap Reddy Gandluru Company Secretary 24.03.2025 Resignation

10 Kannan Anjana Maragatham Company Secretary 31.03.2025 Appointment

11 Gowri Independent Director 10.05.2025 Appointment

12 Rajkumar AShwin Independent Director 10.05.2025 Appointment

13 B Akilan Independent Director 21.06.2024 Appointment

24. BOARD MEETING

During the year board has met 18 times the details as follows:

Date of Meeting	No. of Directors Entitle to Attend	No. of Directors Attend
02.05.2024	3	3
13.05.2024	6	3
04.06.2024	5	3
14.06.2024	5	5
21.06.2024	5	4
28.06.2024	6	5
04.07.2024	6	4
01.09.2024	8	6
10.09.2024	8	5
21.09.2024	8	7
30.09.2024	8	5
02.01.2025	8	5
15.01.2025	8	4
20.01.2025	8	4
29.01.2025	8	6
06.02.2025	8	7
18.02.2025	8	6
31.03.2025	8	6

25. BOARD COMMITTEE

The company constituted three committees as per the Companies Act, 2013 read with SEBI
(Listing Obligations and Disclosure Requirements) Regulations,2015, in order to fulfil the
conditions specified for listing its shares with the Stock Exchange. The committees constituted
by the Board are:

a) . Audit Committee

b) . Nomination Remuneration Committee

c) . Stakeholders Relationship Committee

The Composition and meeting held during the year are annexed as Annexure II.

GENERAL MEETING

During the year under review, the following General Meetings were held, the details of which are
given as under:

S.No	Type of General Meeting	Date of General Meeting
1	Extra Ordinary General Meeting	10.05.2024
2	Extra Ordinary General Meeting	21.06.2024
3	Annual General Meeting	30.09.2024

26. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) is an initiative brought in by the Ministry of Corporate
Affairs whereby every company having net worth of rupees 500 Crores or more, or turnover of
rupees 1000 Crores or more or a net profit of rupees 5 Crores or more during the immediately
preceeding financial year is mandated to serve the society by contributing at least 2% of the
average net profits of the Company made during the three immediately preceeding financial
years in various CSR activities as defined in Schedule VII of the Companies Act, 2013.

The Company has duly constituted a Corporate Social Responsibility Committee as required
under Section 135 (1) of the Companies Act, 2013 appended as Annexure and the relevant rules
made thereunder and the Board has approved a policy on Corporate Social Responsibility
which is available in the website of the Company. The Annual Report on your Company''s CSR
activities is appended as "Annexure-V" to the Board''s Report.

27. COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES / JOINT VENTURES /
ASSOCIATE COMPANIES DURING THE YEAR

NIL

28. ANNUAL PERFORMANCE EVALUATION

In line with the criteria evolved by the Nomination and Remuneration Committee, the
performance of the Board, Managing Director, other Directors, Committees, Key Managerial
Personnel and Senior Executives have been evaluated considering various evaluation aspects.

29. DISCLOSURE OF ACCOUNTING TREATMENT

The Company has followed the Accounting Standards specified under the Companies
(Accounts) Rules, 2014 (as amended) to the extent applicable, in the preparation of the
financial statements.

30. POLICY ON VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of its Board and its Powers) Rules, 2014 the Company has an established
Policy on Vigil Mechanism for Directors / Employees and other stakeholders of the Company to
report concerns about unethical behaviors, actual or suspected fraud, or violation of the
Company''s Code of conduct or ethics policy. The policy also provides a direct access to the
Chairman of the Audit Committee to make protective disclosures to the management about
the grievances or violation of the Company''s code of conduct. The policy
www.shanmugahospital.com

31. POLICIES

The Board of Directors of the Company have from time to time framed and approved various
Policies in pursuance of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR)
Regulations, 2015. These Policies and Codes are reviewed by the Board and are updated, if
required. The following policies have been framed and are published in the Company''s website

1. Code for Independent Directors.

2. Code of Conduct for Board Members and Senior Management.

3. Policy for determination of Materiality of Events.

4. Policy for Preservation of Documents.

5. Policy on Sexual Harassment of Women at Workplace.

6. Related Party Transaction Policy.

7. UPSI Policy.

8. Vigil Mechanism / Whistle Blower Policy.

9. Terms and Conditions of Appointment of Independent Directors.

10. Nomination and Remuneration Policy.

11. Criteria for making payments to Non-Executive Directors.

12. Policy on Archival of Documents.

32. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place a Policy on prevention of Sexual Harassment, in accordance with
the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition
and Redressal) Act, 2013. All employees are covered under this policy. The Company has
complied with the provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (POSH).

The company had not received any Complaints under Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 during the financial year 2024-2025.

No. of complaints of sexual harassment received in the	No. of complaints disposed off during the year	No. of cases pending for more than ninety days
0	0	0

33. PREVENTION OF INSIDER TRADING

The Company has adopted a code for prevention of insider trading with a view to regulate
trading and securities by the Directors and designated employees of the Company. The code
requires preclearance for dealing in the Company''s securities and prohibits the purchase or
sale of Company''s Securities while in possession of unpublished price sensitive information
and during the period when the trading window is closed. The company maintains a structured
digital database called "PIT Archive" software wherein the details of all the designated persons
are being captured in compliance with Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015.

34. DISCLOSURE OF PARTICULARS OF LOANS/ADVANCES/lNVESTMENTS OUTSTANDING DURING
THE FINANCIAL YEAR

The Company has not given any loans and advances to any other body corporate and
associates as specified under Section 186 of the Companies Act, 2013 during the financial year
2024-25.

The details of the investments made by the Company and guarantees provided by the
Company are given in the notes to the financial statements.

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2024-25 the contracts and arrangements entered by the Company
with related parties were on an "arm''s length" basis and in the ordinary course of business.
There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a
potential conflict with the interests of the Company at large. The policy on dealing with Related
Party Transactions as approved by the Board is uploaded on the Company''s website.

The details of contracts or arrangements with related parties entered during the year are given
in a separate report as "Annexure-IV".

36. REPORT ON CORPORATE GOVERNANCE, DECLARATION BY CEO AND COMPLIANCE
CERTIFICATE ON CORPORATE GOVERNANCE EITHER FROM A PRACTICING CHARTERED
ACCOUNTANT OR PRACTICING COMPANY SECRETARY

Your company is listed with BSE Small and Medium Enterprise Platform and is exempted from
the disclosures specified in Para C, D and E of Schedule V of SEBI (Listing Obligation and
Disclosure Requirements) Regulation, 2015. Hence the above disclosures are not applicable to
your Company.

37. DECLARATION OF COMPLIANCE WITH CODE OF CONDUCT UNDER SEBI (LISTING OBLIGATIONS
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

All the Directors and Senior Management personnel of the Company have affirmed
compliance with the Code of Conduct, as applicable to them, for the financial year ended 31st
March, 2025.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis for the year, as required under SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming
part of the Annual Report as "ANNEXURE - VI"

39. PARTICULARS OF EMPLOYEES

The ratio of the remuneration of each director to the median of employees'' remuneration as
per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report
as "Annexure-VII".

40. DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 (5) OF THE
COMPANIES ACT, 2013

IN TERMS OF PROVISIONS OF SECTION 134(5) OF THE COMPANIES ACT, 2013, YOUR DIRECTORS
CONFIRM THAT:

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

(ii) 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 of the profit of
the company for that period.

(iii) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets of
the company and for preventing and detecting fraud and other irregularities.

(iv) The directors had prepared the annual accounts on a going concern basis.

(v) The directors, had laid down internal financial controls and such internal financial controls
are adequate and were operating effectively.

(vi) 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.

41 DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF
SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors have stated that, no fraud by the Company or no material fraud on the
Company by its officers and employees had been noticed or reported during the year.

42 DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their declaration under Section 149
(7) of the Companies Act, 2013, confirming that they are in compliance with the criteria as laid
down in the said Section for being an Independent Director of the Company. Further, there has
been no change in the circumstances which may affect their status as Independent Director
during the year.

The Statement of Declaration of Independence from Independent Directors that they meet the
criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act,
2013 and the relevant rules and Regulation 16(1)(b) of SEBI Listing Regulations has been
obtained from the Independent Directors and the Board has taken on record the same. All the
Independent Directors have registered with the databank of Independent Directors developed
by the Indian Institute of Corporate Affairs in accordance with the provisions of Section 150 of
the Act, 2013 and obtained Independent Director registration certificate. Further the
Independent Directors have also declared that in the event of expiry of their registration with
the Data bank, they shall take the necessary steps to renew their registration in accordance
with the applicable provisions of the Companies Act 2013 read with rules made thereunder.

43. THE DETAILS OF APLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR

Your Company confirms that no application against the Company has been filed or is pending
under the Insolvency and Bankruptcy Code 2016 during the year under review. Your Company
further confirms there are no past applications or proceedings under the Code.

44. SECRETARIAL STANDARDS

The Company has complied with all applicable Secretarial Standards in pursuant to the
directions of Ministry of Corporate Affairs, issued by the Institute of Company Secretaries of
India during the year.

45. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE
ACCOUNT AS PER PARA F OF SCHEDULE V OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS. 2015.

Particulars	Remarks
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year	NIL
Number of shareholders who approached listed entity for transfer of shares from suspense account during the year
Number of shareholders to whom shares were transferred from suspense account during the year
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year
The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares

46. 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

NIl

47. INTELLECTUAL PROPERTY OF COMPANY

We are proud to report that our company successfully applied for and received approval for
two trademarks from the Office of the Controller General of Patents, Designs and Trade Marks.
These registered trademarks mark a significant milestone in protecting our brand identity and
reinforcing our commitment to innovation and quality. Securing these rights ensures legal
protection and strengthens our market presence. It also reflects our strategic focus on building
long-term value through intellectual property. The trademarks will play a vital role in
distinguishing our products and services in a competitive landscape. We remain committed to
safeguarding our brand and expanding our IP portfolio in the years ahead.

48. BSE CORPORATE COMPLIANCE & LISTING CENTRE (THE ''LISTING CENTRE'')

BSE''s Listing Centre is a web-based application designed for corporate. All periodical
compliance filings like shareholding pattern, financial results, reconciliation of Share capital
audit, among others are also filed electronically on the Listing Centre.

49. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

Investors'' complaints are processed in a centralized web-based complaints redress system.
The salient features of this system are: Centralized database of all complaints, online upload of
Action Taken Reports (ATRs) by concerned companies and online viewing by investors of
actions taken on the complaint and its current status. The Company regularly redresses the
complaints if any, on SCORES within stipulated time.

50. DESIGNATED EXCLUSIVE EMAIL-ID

The Company has designated the email-id: [e-mail] exclusively for
investor servicing.

51. LISTING FEES:

The Company confirms that it has paid the Annual Listing Fees for the year 2025-26 to BSE
Limited, Stock Exchange where the company''s shares are listed.

52. ACKNOWLEDGEMENTS AND APPRECIATION

The Board of Directors of the Company wishes to place on record their deep sense of gratitude
to all the Shareholders of the Company for their consistent support and continued faith
reposed in the Company. The Board also expresses its deep sense of appreciation to the
various Central and State Government Departments, Bankers, Organizations and Agencies,
external Professionals associated with the Company for their help and co-operation extended
by them and last but not the least, to Employees at all levels for their hard work and
commitment.

For and on behalf of the Board of Directors

Sd/- Sd/-

Dr.P.S. PANNEERSELVAM Dr. P. Prabu Sankar

Managing Director Director & CEO

DIN:08772887 DIN: 08772888

PLACE: SALEM
DATE: 12.08.2025

---

Mar 31, 2024

Your Directors are pleased to present the 4^th Annual Report of the Company
along with audited accounts for the period ended 31^stMarch, 2024.

FINANCIAL HIGHLIGHTS:

The financial results for the year ended 31^st March 2024 are furnished
below.

Particulars	31-03-2024	31-03-2023
	Amount are in	Amount are in
	lakhs(Rs)	lakhs(Rs)
Income / Revenue	4303.74	3934.47
Profit/(Loss) before Depreciation	573.1	601.2
& Tax
Depreciation	130.39	57.94
profit before tax	702.19	659.14
Income Tax for prior years	165.31	155.39
Profit carried to surplus Account	524.85	493.24

CHANGE IN SHARE CAPITAL
AUTHORISED SHARE CAPITAL

During the year under review the Company has increased its Authorised
Share Capital vide its resolution passed by the members of the Company
dated 26/12/2023 from Rs. 7,15,00,000/-(Rs. Seven Crores and Fifteen
Lakh ) divided into 71,50,000 (Seventy One Lakh and fifty Thousand )equity
shares of Rs. 10/- (Rupees Ten) each to Rs.14,00,00,000/- (Rupees
Fourteen Crores only ) divided into 1,40,00,000 (One Crore Forty Lakh
shares) Equity Shares offace value Rs. 10/- (Rs. Ten).

PAID-UP SHARE CAPITAL

The paid-up capital of the Company as on 31-03-2024 stood at Rs.9, 79,
50,000/- During the year under review.

a. BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year
under review.

b. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year
under review.

c. BONUS SHARES:

The company has alloted 64,00,000 (Sixty four lakhs) equity shares of
Rs. 10/- each as bonus shares (hereinafter referred to as new shares) of
an aggregate nominal value of Rs. 6,40,00,000/- (Rupees Six crores
forty lakhs), on 05/05/2023 out of the Reserves and surplus account
and in the interest of all concerned issued during the year.

Further the company has issued and allotted 32,65,000 (Thirty Two
lakhs Sixty Five Thousand) equity shares of Rs. 10/- each as bonus
shares (hereinafter referred to as new shares) of an aggregate nominal
value of Rs.32, 65,00,000/- (Rupees Six crores forty lakhs), on
16/02/2024 out of the Reserves and surplus account and in the
interest of all concerned issued during the year.

d. RIGHTS ISSUE

During the year the company has issued 50000(Fifty thousand) equity
shares dated 08/07/2024 to the existing shareholders at a face value of
Rs. 10 each (Rupees Ten only) on Pari-Passu basis.

e. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the
employees.

PERFORMANCE AND STATE OF AFFAIRS

M/s Shanmuga Hospital Limited has been converted into Public Limited
Company from Private Limited Company under Companies Act, 2013 with
effect from 06/06/2024.

The Company’s turnover from Hospital services during the year was
Rs.4303.74 (lakhs) as against last year of Rs.3934.47 (lakhs) Income from
Hospital remains the main source of income to the Company.

RISK MANAGEMENT

The Board identifies and reviews the various elements of risk which the
Company has to face and laid out the procedure and measures for
mitigating those risks. The Elements of risk threatening the Company’s
existence are minimal. The Company does not face any risks other than
those that are prevalent in the industry. The Company has taken all
possible steps to overcome such risks.

AMOUNT TRANSFERRED TO RESERVES

During the year, the company has not transferred any amount to reserve
accounts. However, the free reserves of the company has been added with a
sum of Rs. 9,66,50,000/-.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE
COMPANY BETWEEN THE BOARD REPORT AND END OF THE FINANCIAL
YEAR

There have been no material changes or 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.

CREDIT RATING

As your company has not availed any credit facility requiring credit rating.
Hence, no credit rating has been obtained.

PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

During the financial year 2023 - 24, no penalties have been imposed on the
company by any regulatory authorities.

EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

There was no qualification, reservation or adverse remark or disclaimer
made by Auditor in their report as annexed part of the Annual Report.

DIVIDEND

Directors do not propose and recommend any dividend for the year.

DETAILS OF FRAUD REPORTED BY THE AUDITOR

There was no fraud identified to report by the Auditor under sub-section
(12) of section 143 other than those which are reportable to the Central
Government. Hence the Clause is not applicable to this Company.

BOARD MEETINGS CONDUCTED DURING THE PERIOD UNDER REVIEW

The Board of Directors have met 12 times during the financial year period
and the details as follows:

Sl. No	Date	Directors Present
01/2023-24	01/04/2023	1. Panneerselvam Palaniappan Shanmugam 2. Prabu Sankar Panneerselvam
02/2023-24	05/05/2023	1. Panneerselvam Palaniappan Shanmugam 2. Prabu Sankar Panneerselvam
03/2023-24	20/05/2023	1. Panneerselvam Palaniappan Shanmugam 2. Prabu Sankar Panneerselvam
04/2023-24	08/07/2023	1. Panneerselvam Palaniappan Shanmugam 2. Prabu Sankar Panneerselvam
05/2023-24	14/08/2023	1. Panneerselvam Palaniappan Shanmugam 2. Prabu Sankar Panneerselvam
06/2023-24	19/08/2023	1. Panneerselvam Palaniappan Shanmugam 2. Prabu Sankar Panneerselvam
07/2023-24	01/09/2023	1. Panneerselvam Palaniappan Shanmugam 2. Prabu Sankar Panneerselvam
08/2023-24	13/11/2023	1. Panneerselvam Palaniappan Shanmugam 2. Prabu Sankar Panneerselvam

09/2023-24	13/12/2023	1. Panneerselvam Palaniappan Shanmugam 2. Prabu Sankar Panneerselvam
10/2023-24	24/01/2024	1. Panneerselvam Palaniappan Shanmugam 2. Prabu Sankar Panneerselvam
11/2023-24	09/02/2024	1. Panneerselvam Palaniappan Shanmugam 2. Prabu Sankar Panneerselvam
12/2023-24	16/02/2024	1. Panneerselvam Palaniappan Shanmugam 2. Prabu Sankar Panneerselvam 3. Dr.Dhandapani Priyadharshini

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

The Company has not declared any dividend in the past and hence transfer
of unclaimed Dividend to Investor Education and Protection fund does not
arise.

ANNUAL RETURN:

The Annual Return of the company has been placed in its website i.e., on
https://shanmugahospital.com/.

The Company has been regularly filing the Annual return with the Ministry
of Corporate Affairs in form MGT7.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134(5) of the Companies Act, 2013 and subject to
disclosures in the annual accounts the Board of Directors state that-

a) in the preparation of the annual accounts for the financial year
ended 31^st March, 2024, 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 as at 31^st March, 2024 and of the
profit and loss of the Company for that period;

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

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

e) the Company being unlisted, sub-clause (e) of Section 134(5) is not
applicable.

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

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM

During the period under review the Company being a Private Limited Company the
provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7
of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not
applicable to the Company for the financial year 2023-2024.

However, The Company has formed the Audit Committee on 28/06/2024, due to its
conversion as a public limited company with effect from 06/06/2024.

Acquisition of Business Undertaking

Based on the approval obtained from the Shareholders at the EGM on
06/12/2023, The Company has acquired business undertaking on Slump
sale basis of M/s. Shanmuga Hospital (PAN: AAQFS2472J) a partnership
firm. The Company has paid a lump sum amount of ? 10,00,000 (Rupees Ten
Lakhs only) to the partners of the Firm in their existing profit-sharing ratio,
without assigning values to individual assets and liabilities of the firm.

DECLARATION BY INDEPENDENT DIRECTOR

During the period under review, the Company being a Private Limited
Company the Company was not required to appoint Independent Directors
under Section 149(4) and Rule 4 of the Companies (Appointment and
Qualification of Directors) Rules, 2014. Hence no declaration has been
obtained for the Financial Year 2023-2024.

Due to the conversion of a private limited company into a public limited
company, as the requirement arises after the end of financial year ending
31.03.2024, The Company has received necessary declarations from all

Independent Directors of the Company in accordance with the provisions of
Section 149(7) of the Companies Act, 2013 confirming that they meet the
criteria of independence as prescribed under Section 149(6) of the
Companies Act, 2013.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS
PROVIDED UNDER SUB-SECTION (3) OF SECTION 178;

During the period under review the Company being a Private Limited
Company, was not required to constitute a Nomination and Remuneration
Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of
the Companies (Meetings of Board and its Powers) Rules, 2014 and
Stakeholders Relationship Committee under Section 178(5) of the
Companies Act, 2013.

However, the Board has constituted the Nomination and Remuneration
Committee and the Stakeholders Relationship Committee with effect from
28/06/2024 as per the Companies Act, 2013 read with SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015 due to its
conversion as a public limited company with effect from 06/06/2024.

CORPORATE SOCIAL RESPONSIBILITY

In view of the amendments to Section 135 of the Companies Act, 2013,
notified by the Companies Amendment Act, 2020, where the CSR
expenditure required to be spent is less than Rs.50 Lakhs, During the
period under review the Company being a Private Limited Company the
Company is not required to constitute a CSR Committee and the duties and
functions of CSR committee shall be discharged by the Board of the
Company.

However, The Company has formed the CSR Committee on 28/06/2024,
due to its conversion as a public limited company with effect from
06/06/2024.

As a healthcare provider, fulfilling its social responsibilities alongside its
normal business activities, Shanmuga Hospital Limited through objectives of
CSR aims at bringing an impact in the communities wholesomely and
positively, which includes

a) Building awareness on health issues;

b) Improving access to basic healthcare facilities for economically weaker
sections of society and at times of disaster;

c) Develop and implement the education, healthcare, water and
sanitation, infrastructure development and elderly care projects for
sustainable socio-economic development of the rural areas

d) To identify and develop infrastructure facilities which caters the
growth of urban areas.

The Board of Directors has prescribed the contribution to be made under
CSR for the year ending 31.03.2024.

A sum of Rs. 10,50,000/-(Ten Lakhs Fifty Thousand Only) has been
transferred to Shanmuga Medical Research Foundation Trust
(Rs.8,50,000/-) and Salem Ex-Servicemen Welfare Trust (Rs. 2,00,000/-) for
this year.

The Annual Report on CSR activities is enclosed as Annexure-II and forms
part of this report.

THE DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF
THE ACT

The Company has neither invited nor accepted any deposit from the public
during the year under review. There was no unclaimed or unpaid deposit as
on March 31, 2024.

EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

There was no qualification, reservation or adverse remark or disclaimer
made by Auditor in their report as annexed part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION
186

During the year under review, the company has not given any loans,
guarantees or investments which cover under Section 186 of Companies
Act, 2013.

During the year under review, the company has made an investment of
Rs.49,000/- in equity investments, however the investment does not cover
under section 186 of Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

The transaction entered with the related parties are at Arm’s length price,
for which the company has obtained the approval for transactions with the
related parties at the First Board Meeting of held during the reporting
period.

Particulars of contracts or arrangements with related parties referred to in
sub-section (1) of section 188 in Form AOC -2 is furnished as Annexure-I.

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

The information required under the provisions of Section 134(3)(m) of the
Companies Act, 2013 read with rule 8(3) the Companies (Accounts) Rules,
2014 and forming part of the Report of the Directors

Conservation of Energy: Nil

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the company for utilising alternate sources of energy;

(iii) the capital investment on energy conservation equipment’s;

Your Company has nothing to report on particulars relating to Conversion of
Energy.

Technology Absorption :Nil

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product
development or import substitution;

(iii) in case of imported technology (imported during the last three years
reckoned from the beginning of the financial year)-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and
the reasons thereof; and

(iv) the expenditure incurred on Research and Development.

Your Company has nothing to report on particulars relating to technology
absorption and Research and Development.

Foreign Exchange Earnings & Outgo: Nil

Activities relating to exports, initiatives taken to increase exports,
development of new export markets for products and services and exports.

Particulars	31/03/2024 (Rs.)	31/03/2023 (Rs.)
Foreign Exchange Earned	Nil	Nil
Foreign Exchange Used	Nil	Nil

COST AUDIT

Pursuant to the Companies (Cost Records and Audit) Rules 2014, as
amended and due to the fact that there was no manufacturing activity, cost
audit is not applicable to this company.

Maintenance of Cost Records:

The provisions pertaining to maintenance of cost records as specified by the
Central Government under sub section (1) of section 148 of the Companies
Act, 2013, is not applicable on the Company and company is not required to
maintain proper records and account of the same as required under the act.

Secretarial Standardof ICSI:

The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that such systems are
adequate and operating effectively.

The details of difference between the amount of Valuation at the time
of One-Time Settlement and the Valuation done at the time of taking a
loan from the Banks or Financial Institutions along with the reasons
thereof:

During the year under review, the Company has not made any one-time
settlement with its Bankers from which it has accepted any term loan.

Proceedings under Insolvency and Bankruptcy Code 2016:

During the year under review, there was no application made and
proceeding initiated /pending under the Insolvency and Bankruptcy Code,
2016, by any Financial and/or Operational Creditors against your
Company.

As on the date of this report, there is no application or proceeding pending
against your company under the Insolvency and Bankruptcy Code, 2016.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY’S OPERATIONS IN FUTURE

During the year under review, there were no such significant and material
order passed by the regulators or courts or tribunals impacting the going
concern status and company’s operations in future.

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The company has adequate internal financial control which commensurate
the nature and size of the Company.

AUDITORS

M/s. P P N AND COMPANY, Chartered Accountants, (FRN: 013623S)
has been appointed as Statutory Auditors of the Company from the
conclusion of 03^rd Annual General Meeting till the conclusion of the 08^th
Annual General Meeting (Five years) of the company at a remuneration
as may be determined by the Board of directors of the company.”

In accordance with the Companies Amendment Act, 2017, enforced on
7th May, 2018 by the Ministry of Corporate Affairs, the appointment of
Statutory Auditors is not required to be ratified at every Annual General
Meeting.

The Report given by the Auditors on the financial statement of the
Company is part of this Report. There has been no qualification,
reservation, adverse remark or disclaimer given by the Auditors in their
Report.

NUMBER OF COMPLAINTS RELATING TO SEXUAL HARASSMENT IN THE LAST
FINANCIAL YEAR AND PENDING, AS ON THE END OF THE FINANCIAL YEAR:

The Company has in place a Prevention of Sexual Harassment Policy in line
with the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints
Committee has been set up to redress Complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy. During the year 2023-24, no complaints were
received by the Company related to Sexual Harassment.

THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE
APPOINTED OR HAVE RESIGNED DURING THE YEAR

1. CS VEERA PRATAP REDDY GANDLURU, who is a member of the
Institute of Company Secretaries of India bearing membership
number A58868 who were appointed as the Company Secretary of the
company, during the period under review with effect from 01/01/2024.

2. Mr. KARTHICK, (PAN: FBBPK7086P) has been appointed as Chief
Financial Officer (“CFO”) of the Company with effect from 01/01/2024
to perform such duties as specified under the Act.

3. Dr. DHANDAPANI PRIYADHARSHINI (DIN: 10469316), has been
appointed as a Director (Non- executive) of the company on
16/02/2024.

4. Dr. PANNEERSELVAM PRABU SANKAR (DIN: 08772888 ) has been
appointed as Chief Executive Officer (“CEO”) of the Company on
16/02/2024 and he shall also continue to remain an Executive
Director of the Company.

5. Dr. PALANIAPPAN SHANMUGAM PANNEERSELVAM (DIN: 08772887)
has been re-designated to the Managing Director of the Company with
the approval of shareholders on 16/02/2024.

STATEMENT WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE FINANCIAL
YEAR 2023 - 24

No Independent Directors were appointed during the financial year 2023-24.

PARTICULARS OF EMPLOYEES

The relationship with the Employees continued to be peaceful and
harmonious.

None of the Employees of the Company were IN RECEIPT OF
REMUNERATION EXCEEDING LIMIT AS STATED IN RULE 5(2) OF THE
COMPANIES (APPOINTMENT and Remuneration of Managerial Personnel)
Rules, 2014.

THE CHANGE IN THE NATURE OF BUSINESS

During the year under review, there is no change in the nature of business
of the Company.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE
YEAR

The Company does not have any subsidiary, joint venture and associate
companies during the period under review.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the continued co
operation received from the Doctors, Nurses, Pharmacists, and also
acknowledge the contribution made by the employees.

The Board also wishes to place on record its gratitude on common public
who has great goodwill on the hospital for several years.

For and on behalf of the Board
For SHANMUGA HOSPITAL LIMITED

Sd/- Sd/-

Dr. Panneerselvam Palaniappan Shanumugam Dr. Panneerselvam Prabu Sankar

Managing Director Director/CEO

DIN: 08772887 DIN: 08772888

Place : Salem
Date: 01/09/2024