Your Board of Directors ('Board') are pleased to present the Eighth Annual Report of your Company, Amwill Health Care Limited, for the financial year ended March 31,2025. In line with the requirements of the Companies Act, 2013 and the rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this report covers the financial results and other developments during April 01,2024 to March 31,2025 in respect of Amwill Health Care Limited.

Accounting Standards (AS)

Financial Statements of your Company, for the financial year ended March 31,2025, are prepared in accordance with Accounting Standards (AS), prescribed by the Institute of Chartered Accountants of India (ICAI) and as notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as the) read with Rules, as may be prescribed, as amended from time to time.

Highlights of Performance

During the year under review, the Company has Rs. A,058.16 Lakhs as revenue. The net profit for the year under review has been Rs. 1,073.01 Lakhs as against Rs. 1.2A9.99 Lakhs during the previous financial year. Your directors are continuously looking for avenues for future growth of the Company.

Operations

The company is engaged in wholesale trading of pharmaceutical products and there is no change in the nature of business of the company during the financial year ended 31st March, 2025.

Your directors feel happy to inform that the company will see significant progress in its operations in the upcoming years.

Dividend

The Board of Directors of your company, after considering holistically the relevant circumstances and fund requirement for the future growth, has decided that it would be prudent, not to recommend any Dividend for the financial year under review.

Investor Education and Protection Fund (IEPF)

The Company has not distributed any amount as dividend during the previous financial years, and hence no instance arises for unclaimed/unpaid dividend.

Therefore, no amounts and shares were required to be transferred to the Investor Education and Protection Fund ("IEPF") set up by the Government of India.

Transfers to Reserves and Retention in the Profit and Loss Account

During the year under review, the Board of Directors did not propose transfer of any amount to the General Reserve Account. Flowever, the Company has balance of Rs. A921.15 Lakhs as on 31st March 2025 in its Reserves and Surplus.

Details of Revision of Financial Statement or the Report, If any, for last 3 years.

There was no revision of financial statements or the report during the last 3 years.

Induction of Strategic and Financial Partners during the year.

There was no induction of strategic and financial partners during the year under review.

Share Capital and Changes in Capital Structure

Authorized Share Capital

The authorized share capital of the company is Rs 21,00,00,000/- (Rupees Twenty-One Crore) divided into 2,10,00,000 Equity Shares of Rs 10/- each.

Paid-up Share Capital

During the year, pursuant to a resolution passed by the members at the extra ordinary general meeting held on OA April 202A, the Company has issued and allotted 1,55,50,000 bonus equity shares in the ratio of 311 fully paid-up bonus shares of the face value of Rs. 10 each for every existing 1 fully paid-up equity share of the face value of Rs.10 each held by the members as on OA April 202A (the Record Date). The bonus equity shares have been issued on 05th April 202A by capitalizing the sum of Rs.1,555.00 lakhs from and out of free reserves of the Company.

The Company has come up with an IPO pursuant to approval of Shareholders vide a Special Resolution passed at the Extra-Ordinary General Meeting held on 06.0A.202A and Prospectus of the Company dated 10.02.2025 filed with Registrar of Companies, Bangalore, the Company has made the Initial Public Offering of 5A,03,600 Equity Shares of Rs. 10/- each comprising of fresh AA,03,600 Equity Shares aggregating to Rs. A,888 Lakhs and Offer for Sale of 10,00,000 Equity Shares by Selling Shareholders of Rs. 10/- each aggregating to Rs. 1,110 Lakhs, of the Company which was opened for subscription on 05.02.2025 and closed on 07.02.2025, the Board of Directors of the Company has allotted 5A,03,600 Equity Shares at Offer Price of Rs. Ill/- per Equity Share, including a share premium of Rs. 101/- per Equity Share, on 10.02.2025.

As on March 31,2025, the issued, subscribed and paid-up share capital of your Company stood at INR 20,00,36,000/- comprising 2,00,03,600 Equity shares of Rs. 10.00 each.

Deposits

The Company has neither invited nor accepted any deposits from the public falling within the preview of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 201A during the year.

There is no unclaimed or unpaid deposit lying with the Company.

Changes in the Nature of Business

There is no change in the nature of business during the year under review.

Corporate Governance

Your Company is committed to maintain the quality standards of Corporate Governance. We consider it our inherent responsibility to disclose timely and accurate information regarding the operations and performance, leadership, and governance of the Company.

In terms of Regulation 15(2)(a) of the SEBI Listing Regulations, the compliance with the corporate governance provisions as specified in regulations 17,17A, 18,19, 20, 21, 22, 23, 2A, 2AA, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation A6 and para-C, D and E of Schedule V shall not apply in respect of a listed entity which has listed its specified securities on the SME Exchange.

Since, the compliance with corporate governance provisions is not applicable to the Company and therefore, your Company is not required to submit corporate governance report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report ("MD&A") for FY25, giving a detailed analysis of the Company's operations and other information, as stipulated under Regulation 3A(2)(e) of the SEBI Listing Regulations, is presented in a separate section forming part of this Annual Report.

S. No. Name of the Director DIN Designation

1. Mr. Tarun Gandhi 07854699 Managing Director

2. Mr. Anand Gandhi 07854706 Managing Director

3. Mr. Man Singh Gilundia ** 10833000 Non-Executive

_____Independent Director_

4. Dr. Rekha Jagadish^A 10443391 Non-Executive Director

_ Mr. Sagar Goutam Non-Executive

b. lUH/jbou

_ Nahar***_ _ Independent Director

Re-appointments / Appointments

The following changes have been made to the Board of Directors of the Company during the year and after March 31,2025:

Appointment Appointment

5. No. Name of the Director Designation or or Resignation

____Resignation__Date_

Non-Executive

1. Mr. Sambhav Mehta* Independent Resignation 09-11-2024

__Director___

Non-Executive

2. Mr. Man Singh Gilundia ** Independent Appointment 11-11-2024

___Director___

3. Dr. Rekha Jagadish^A Directo^^^⁶ ^^es'9^nat'^on 17-04-2025

.. _ _ Non-Executive

Mr. Saaar Goutam

4. Nahar’** Independent Resignation 17-04-2025

___Director___

5. Ms. Sapna Parmar’ ^°ⁿ ^^xecu*’^ve Appointment 17-04-2025

___Director___

Non-Executive

6. Mr. Vasanth Kumar” Independent Appointment 17-04-2025

__ Director___

Mr. Vasanth Kumar (DIN: 03570216)

The Board of Directors, at its meeting held on April 16, 2025, on the recommendations of the Nimination Remuneration Committee ("NRC"), has appointed Mr. Vasanth Kumar (DIN: 03570216) as an Additional Director (Independent), not liable to retire by rotation, with effect from April 17,2025 till April 16, 2030, for first term of 05 (five) years, subject to approval of the shareholders by way of an ordinary resolution, in the ensuing AGM.

As per the provisions contained under Section 161 of the Act, Mr. Vasanth Kumar holds office as an Additional Director (Independent) of the Company up to the date of ensuing AGM.

In the opinion of the Board, Mr. Vasanth Kumar, possess requisite qualifications, experience, expertise and holds highest standards of integrity.

Further, Mr. Vasanth Kumar has registered his name in the Independent Director's Databank, maintained by the Indian Institute of Corporate Affairs and has paid requisite fee for registration of his name in the Database.

Accordingly, the Board recommends the appointment of Mr. Vasanth Kumar as an Independent Director of the Company for approval of the members by way of an ordinary resolution and accordingly, suitable resolution proposing his appointment forms part of the Notice of the AGM.

Suitable resolutions proposing re-appointment/appointment along with brief resumes and other related information of the directors being re-appointed/appointed, form part of the Notice of the 08th AGM.

As per the provisions contained under Section 161 of the Act, Mr. Vasanth Kumar holds office as an Additional Director (Independent) of the Company up to the date of ensuing AGM.

In the opinion of the Board, Mr. Vasanth Kumar, possess requisite qualifications, experience, expertise and holds highest standards of integrity.

Confirmation by the Company

The Company confirms that it has not made any default under Section 164(2) of the Act, as on March 31,2025.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and the SEBI Listing Regulations.

The Independent Directors of the Company have also registered their names in the data bank for Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA),

Manesar (notified under Section 150(1) of the Act, as the institute for the creation and maintenance of data bank of Independent Directors).

The Independent Directors of the Company possess requisite qualifications, experience and expertise and are independent of management.

In the opinion of the Board of Directors, Mr. Vasanth Kumar and Mr. Man Singh Gilundia, fulfil the conditions specified in the Act read with the rules made thereunder and the SEBI Listing Regulations, for the office as Independent Directors of the Company.

Cessation

During the year under review 'Mr. Sambhav Mehta (DIN: 10442877) resigned from the directorship of the Company with effect from November 09th, 2024.

Re-appointment of Directors Retiring by Rotation

In accordance with the provisions of the Act, Mr. Tarun Gandhi (DIN: 07854699) retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board commends reappointment of Mr. Tarun Gandhi, for approval of the Members at the ensuing AGM.

Brief resume, nature of expertise, details of directorship(s) held in other companies of Mr. Tarun Gandhi, along with their respective shareholding in the Company as required under Secretarial Standard-2 are outlined in the Notice of the ensuing AGM

In accordance with the provisions of the Act, Mr. Anand Gandhi (DIN: 07854706) retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board commends reappointment of Mr. Anand Gandhi, for approval of the Members at the ensuing AGM.

Brief resume, nature of expertise, details of directorship(s) held in other companies of Mr. Tarun Gandhi, along with their respective shareholding in the Company as required under Secretarial Standard-2 are outlined in the Notice of the ensuing AGM.

Key Managerial Personnel (KMPS)

In terms of provisions of Section 203(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had the following Key Managerial Personnel of the Company as on March 31,2025:

1. Mr. Tarun Gandhi, Managing Director

2. Mr. Anand Gandhi, Managing Director

3. Ms. Sharanya Nagaraj, Chief Financial Officer

4. Ms. Sapna Parmar, Company Secretary & Compliance Officer*

There is no change in the KMPs during the year under review.

* Ms. Sapna Parmar, Company Secretary & Compliance Officer relinquished the position of Company Secretary <£ Compliance Officer w.e.f. March 31st, 2025 & Ms. Anshu Anshuman has been appointed as a Company Secretary <S Compliance Officer and one of the Key Managerial Personnel ("KMP") of the Company, w.e.f. April 10,2025.

Details of Receipt of any Commission by Director / Managing Director / Whole Time Director.

Details of receipt of any commission by MD/WTD/DIRECTOR: During the period under review, None of the Director / Managing Director / Whole Time Director have received commission from Amwill Health Care Limited.

An agenda is sent to each Director in advance of Board and Committee Meetings. To enable the Board to discharge its responsibility effectively, the Managing Director of the Company briefs the Board at every meeting on the overall performance of the Company.

A detailed operations report is also presented at every Board Meeting. The Board also reviews strategy and business plans, annual operating and capital expenditure budgets, compliance with statutory / regulatory requirements and review of major legal issues, review of quarterly / halfyearly / annual results, borrowings and investments, major accounting provisions and write-offs, minutes of meetings of the Audit Committee and other Committees of Directors of the Board and Corporate Social Responsibility spends, plan and its review, etc.

The Annual General Meeting for the financial year 2024-25 will be held in accordance with Section 96 of the Companies Act, 2013 and rules made there under.

All the meetings of the Board and Members of the Company are convened and held in compliance with the requirements of the Companies Act, 2013 and Secretarial Standards issued by "The Institute of Company Secretaries of India", as amended from time to time.

Separate Meeting of Independent Directors

In terms of requirements of Schedule IV to the Act, a separate meeting of the Independent Directors was held on March 07, 2025, for FY25, without the presence of executives and nonindependent directors.

The meeting was conducted in a flexible manner to enable the Independent Directors inter alia to discuss matters pertaining to the performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairperson of the Company after taking inputs from the executive and non-executive directors.

The meeting of the Independent Directors was attended by both independent directors, namely, Mr. Man Singh Gilundia and Mr. Sagar Goutam Nahar.

Your Company has constituted several committees of the Board which have been established as part of good corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

As on March 31,2025, your Board has 03 (three) mandatory committees, namely:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders' Relationship Committee

Audit Committee

The company has formed Audit Committee during the year on 04^th March 2024 as per the provisions of Section 177(1) of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

Details of role, scope and power of audit committee is disclosed on the website of the company.

All members of the Audit Committee are financially literate and have experience in accounting and financial management expertise.

The Company Secretary acts as Secretary to the Audit Committee.

During FY25,07 (Seven) meetings of the Audit Committee were held on 13-04-2024,17-05-2024 2109-2024,29-10-2024,23-12-2024,27-12-2024 and 20-01-2025.

All the members of the Audit Committee attended the Audit Committee meetings held during Financial Year 2025.

Upon invitation, the CFO and the Statutory Auditors of the Company attended some of the meetings of the Audit Committee.

All the recommendations of the Audit Committee have been accepted by the Board of Directors. Reporting of Internal Auditor

Independent team of Internal Auditors are carrying out internal audits and advising the management on strengthening of internal control systems.

The reports are periodically discussed internally. Significant audit observations, findings and corrective actions thereon are presented to the Audit Committee.

The Company Secretary acts as Secretary to the NRC.

During FY25,03 (three) meetings of the NRC were held on 08-04-2024,21-09-2024 and 11-11-2024. All the members of the NRC attended NRC meeting held during Financial Year 2025.

Nomination and Remuneration Committee, amongst others, is responsible for determining the Company's policy on recruitment and remuneration of Directors/ KMPs, Senior Management Personnel and other employees of the Company.

Remuneration Policy

Pursuant to provisions of Section 178 of the Act, the Nomination and Remuneration Committee ('NRC') of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors including criteria for determining qualifications, positive attributes, independence of a director, key managerial personnel, senior management personnel and other employees of your Company.

The NRC has also developed the criteria for determining the qualifications, positive attributes, and independence of Directors and for making payments to executive and non-executive directors and senior management personnel of the Company.

The detailed Policy is available on the Company's website at:

https://www.amwillhealthcare.com/policies/nomination-and-remuneration-policv

Remuneration to Executive and Non-executive Directors

The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and also remuneration based on net profit (variable component) to its Managing Director.

Annual increments, if any, are recommended by the NRC within the salary scale approved by the Board and the shareholders of the Company.

The Board of Directors, on the recommendation of the NRC, decides the variable component payable to the Managing Director out of the net profits for the financial years and within the ceilings prescribed under the Act, considering the criteria such as the market standards, financial performance, liquidity etc. of the Company.

Details of fixed components & performance linked incentives

The remuneration of managing director comprises fixed components and performance linked incentive (Variable Pay) which is paid as per the Remuneration Policy, and subject to the approval of NRC. No profit-based commission has been paid to the Managing Director for FY25.

Criteria of making payments to Non-Executive Directors

The Non-Executive Directors are entitled to sitting fees for attending meetings of the Board and/or its committees

Disclosure of 'Loans & advances and guarantee to firms/companies in which directors are interested' (as stipulated under Section 185 of the Act) by name and amount

During FY25, there are no loans or advances or guarantee provided by the Company and its subsidiaries to firms/ companies in which directors were interested

The Company Secretary acts as Secretary to the SRC.

During FY25, 01 (one) meeting of the SRC was held on March 07^m, 2025, which was attended by all the members of the SRC.

This Committee particularly looks into the investors grievances and oversees the performance of the Share Department/ Share Transfer Agent and to ensure prompt and efficient investors' services.

Nature of Complaints and Redressal Status

During FY25, the complaints and queries received by the Company were general in nature, which include issues relating to non-receipt of annual reports, shares, transfer/ transmission of shares, loss of shares etc. and were resolved to the satisfaction of the shareholders.

There were no investor grievances remaining unattended/pending as at March 3T^r, 2025.

The Company has designated Ms. Anshu Anshuman, Company Secretary, as the Compliance Officer of the Company, for handling investors grievances.

Performance Evaluation

The Companies Act, 2013 mandates formal annual evaluation by the Board of its own performance and that of its committees and individual Directors.

Schedule IV to the Act provides that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Directors being evaluated.

Pursuant to the provisions of the Act read with relevant rules issued thereunder and the Circular issued by the Securities and Exchange Board of India (SEBI) on January 05, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/ Board/Committees was carried out for FY25.

The parameters for the performance evaluation of the Board, inter-alia, include performance of the Board on deciding long term strategy, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc.

The performance of the Board was evaluated after seeking inputs from all the Directors on the basis of above parameters. The performance of the Committees was evaluated after seeking inputs from the Committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

NRC reviewed the performance of the Individual Directors, the Committees of the Board and the Board as a whole. A questionnaire for the evolution of the Board, its committees and the individual members of the Board, covering various aspects of the performance of the Board and its Committees, including composition and quality, roles and responsibilities, processes and functioning, adherence to good practices of corporate governance was sent to the Directors.

In a separate meeting of the Independent Directors, performance of Non-Independent Directors and the Board as a whole was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The Directors expressed their satisfaction with the evaluation process.

Web Link of Annual Return

The draft Annual Return of the Company as on March 31^s’, 2025, in prescribed e-form MGT-7 in accordance with Section 92(3) read with Section 134(3)(a) of the Act, is available on the Company's website at www.amwillhealthcare.com

Further, the Annual Return (i.e., e-form MGT-7) for financial year 2024-25 shall be filed by the Company with the Registrar of Companies, Bangalore, within the stipulated period and the same can also be accessed thereafter on the Company's website at www.amwillhealthcare.com.

Directors' Responsibility Statement

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Directors, based on the representations received from the operating management and after due enquiry, confirm and states that:

• In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

• 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 on March 31st, 2025 and of the profit of the Company for that period;

• The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

• The directors have prepared the annual accounts on a "going concern" basis.

• 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

• 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.

Directors and Officers ('D&O') Insurance

The Company is not required to take Directors and Officers ('DS.O') Insurance for all its Directors, KMPs and members of the Senior Management.

Compliance with Secretarial Standards

Your Directors confirm that pursuant to the provisions of Section 118(10) of the Act, the Company has complied with the applicable provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Particulars of Contracts or Arrangements with Related Parties

All related party transactions entered into by the Company during the financial year were in the ordinary course of business and conducted on an arm's length basis, in compliance with the provisions of Section 177 and Section 188 of the Companies Act, 2013.

During FY 2024-25, the Company did not enter into any arrangement or transaction with related parties that could be considered material as per the provisions of Section 188(1) of the Act, read with the applicable rules.

However, the Company has disclosed the related party transactions undertaken in the ordinary course of business in Form AOC-2 (Annexure A).

Further, detailed disclosures of related party transactions, as required under the applicable Accounting Standards, are provided in Note No. 27 to the Standalone Financial Statements of the Company.

Corporate Social Responsibility (CSR)

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are applicable to our Company for F.Y. 2024-2025. The Annual Report on CSR Activities is attached with this report as Annexure C.

Particulars of Loans, Guarantees and Investments

The Company has not given any loans, security, or guarantees or acquired by way of subscription, purchase or otherwise the securities of any other body corporate, covered under the provisions of Section 186 of the Companies Act, 2013 during the year.

Policy on Preservation of Documents and Archival of Documents

In accordance with Regulation 9 read with Regulation 30(8) of the SEBI Listing Regulations, your Board has framed a Policy on the Preservation of documents and Archival of documents.

This is intended to provide guidelines for the retention of records and preservation of relevant documents fora duration after which the documents shall be archived.

This said policy is available at the Company's website, at the following web link: https://www.amwillhealthcare.com/policies/archival-policy.

Vigil Mechanism / Whistle Blower Policy

In line with the provisions of the Section 177(9) of the Companies Act, 2013 and the Regulation 22 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, your Company has adopted Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company.

This vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit committee, in exceptional cases. The Company Secretary is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy.

Details of Application / Any Proceeding Pending Under the Insolvency and Bankruptcy Code, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

Internal Control Systems and their Adequacy

Your Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations, which are well supplemented by surveillance of Internal Auditor. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas. The details in respect of internal financial control and their adequacy are included in management discussion and analysis report forming part of this report.

Auditors and Auditors' Report

Statutory Auditors

M/s. SKLR & CO LLP Chartered Accountants (FRN.: W100362) was appointed as Statutory Auditor for one term of 05 (five) consecutive years, at 7th AGM of the Company, held on September 30th,2024 for auditing the accounts of the Company from the FY 2024-25 to 2028-29.

The Auditors’ Report on Standalone Financial Statements for FY25 doesn't contain any qualification, reservation or adverse remarks

Secretarial Audit

Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. Syed Shahabuddin (CoP: 11932), Practicing Company Secretary, Bangalore, Peer Review Certificate No. 3387/2023, as Secretarial Auditor, for conducting the Secretarial Audit of your Company for Fy25.

The Secretarial Audit Report in prescribed form MR-3, issued by the Secretarial Auditor is annexed as Annexure-B to this Report.

The Report does not contain any qualification, reservation or adverse remarks.

Cost Record

Your Company is not required to maintain cost accounts and records as specified by the Central Government under sub-section (1) of Section 148 of the Act and the relevant rules made thereunder.

Further, the requirement of Cost Audit as stipulated under the provisions of Section 148 of the Act, is also not applicable for the business activities carried out by the Company.

Internal Auditors

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, your Company had appointed M/s. S P R & Co., Chartered Accountants, bearing Firm Membership No.: 009784S as the Internal Auditors of the Company for FY2024-25.

The Internal Auditor has issued the Report in prescribed form is annexed as Annexure- III to this Report.

The report includes qualifications, along with the management's response and suggestions provided by the internal auditor.

Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Auditors.

The notes of the financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.

Based on the audit conducted by the M/s SKLR & Co LLP., Chartered Accountants, Statutory Auditors, and as per the information and explanations given by the management, the Board of Directors are content to inform that no fraud by the Company and no material fraud on the Company, has been noticed or reported during the year.

Significant and Material Order Passed by the Regulators or Courts or Tribunals.

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

Significant Events Occuring Subsequent to the Year End

There were no significant events occurred subsequent to the year end.

Material Changes and Commitments

Except as stated below there have been no material changes and commitments, which affect the financial position of the company which have occurred he Financial Year 2025.

Company was converted into Public Limited Company pursuant to Shareholders resolution passed at the EGM held on December 29, 2023 and the name of the Company was changed to Amwill Health Care Limited and a Fresh Certificate of Incorporation consequent upon conversion of company to Public Limited dated January 25, 2024 was issued by Registrar of Companies, Bangalore, Karnataka being Corporate Identification Number: U36994KA2017PLC10572.

Company had filed Draft Prospectus with SME platform of BSE Limited on May 18, 2024, and received In Principle approval on November 22, 2024. Latter Company had filed Prospectus with SME platform of BSE Limited on February 10,2025 and got listed on February 12,2025.

However, upon your review, during the period following the listing, the CIN of the Company changed from U36994KA2017PLC105721 to L36994KA2017PLC105721 with effect from June 10,2025

Material Changes and Commitment If Any Affecting the Financial Position of the Company Occurred Between the End of the Financial Year to which this Financial Statements Relate and the Date of the Report

No material changes and commitments, affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report of the Directors.

Subsidiaries, Joint Ventures and Associate Companies

The Company has no Subsidiary, Joint Ventures or Associate Companies. Hence, disclosures in this regard are not provided in this report.

Foreign Exchange Earnings and Outgo

Your company does not have any foreign exchange earnings and outgo during the year under review.

Details of Difference between amount df 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.

The company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

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

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

(A) Conservation of Energy & Technology Absorption:

The Company is not engaged in any manufacturing activity which involves energy intensive processes.

The Company has taken sufficient steps towards general energy saving techniques and conservation.

There is no technology imported by the Company, hence, no information regarding absorption is involved

Remuneration of Directors, Key Managerial Personnel and Particulars of Employees.

The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with Section 178 and other applicable provisions of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transaction with the Company, other than sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees' remuneration are provided in "Annexure-D" of this report.

The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

However, in terms of the proviso to Section 136(1) of the Act, the Annual Report is being sent to the members excluding the aforesaid particulars. The said information is available for electronic inspection during working hours up to the date of annual general meeting and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Employee Relations

The employee relations in the Company continued to be healthy, cordial, and progressive. Your Company recognizes its responsibility, and continues to provide a safe working environ.ment free from sexual harassment and discrimination and to boost their confidence, morale, and performance. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 your Company also has a Policy on Prevention of Sexual Harassment which is reviewed by the Internal Complaints Committee at regular intervals.

Employee Relations

The details as to complain received, resolved, and pending as on March 31st, 2025 are as under:

• Number of complaints of sexual harassment received during the year: Nil

• Number of complaints of sexual harassment disposed off during the year: NA

• Number of complaints of sexual harassment pending for more than 90 days: NA

Statement on Maternity Benefit Compliance:

During the year under review, the Company has ensured full compliance with the provisions of the Maternity Benefit Act, 1961. The Company remains committed to upholding the rights and welfare of its female employees by providing all statutory maternity benefits, including paid leave, job protection, and other entitlements as mandated under the Act.

Credit Ratings

The Company had not obtained any credit rating from any agencies during the year under review.

Means Of Communication

Results

The Half Yearly Audited Results and the Annual Audited Financial Results of the Company are sent to the stock exchanges immediately after they are approved by the Board. Also, they are uploaded on the Company's website https://www.amwillhealthcare.com. The results are published in accordance with the guidelines of the Stock Exchange.

Website

The Company’s website https://www.amwillhealthcare.com contains a separate dedicated section 'Investor Relations' wherein shareholders' information including financial results is available. The Company's Annual Report is also available in a user- friendly and downloadable form.

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, among others are also filed electronically on the Listing Centre.

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.

Designated exclusive Email-id

The Company has designated the email-id: investors(a~amwillhealthcare.com exclusively for investor servicing.

General's Shareholdrs Information

Annual General Meeting:

Day & Date: Thursday, August 14th, 2025

Time: 01:00 PM

Venue: Through VC/ OVM

Listing

The Equity Shares of the Company are listed on SME Platform of BSE Limited, 25th Floor, P. J. Towers, Dalai Street, Fort, Mumbai - 400001, Maharashtra.

The Scrip Code allotted by BSE is 544353.

The ISIN number for the Company equity share: INE0U2L01017.

The Company has paid annual listing fee for FY 2024-25 to the SME Platform of BSE Limited, where the Company's shares are listed.

Share Transfers Agent

Bigshare Services Private Limited S6-2,6th Pinnacle Business Park,

Mahakali Caves Road, next to Ahura Centre,

Andheri East, Mumbai-400093, Maharashtra, India Phone: 022 6263 8200 Email: investor@bigshareonline.com Website: www.bigshareonline.com

Share Transfer System

None of the shares are held in physical form.

The Company has paid annual listing fee for FY 2024-25 to the SME Platform of BSE Limited, where the Company's shares are listed.

E-Voting

In terms of Section 108 of the Companies Act, 2013, Rules framed there under and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company is not requiring to enrol for the e-voting facility to its Members in respect of all Members' resolutions proposed to be passed at this Annual General Meeting. All the resolutions shall be passed through postal ballot.

Depository System

As members are aware, the Company's shares are compulsorily tradable in the electronic form. As on March 31st, 2025,100% of the Company's total paid-up capital were in dematerialized form.

Implementation of Corporate Action

During the year under review, the Company has not failed to implement any Corporate Action within the specified time limit.

Risk Management

The Board of Directors regularly review risks and threats and takes suitable steps to safeguard its interest and that there is no element of risk identified that may threaten the existence of the Company. The focus shifts from one area to another area depending upon the prevailing situation. A detailed report on significant risks and mitigation is forming part of Management Discussion and Analysis "Annexure -E".

Significant Developments

The Company has disclosed all developments happened during the year under review, in this Annual Report.

Reporting Principle

The Financial and Statutory Data presented in this Report is in line with the requirements of the Companies Act, 2013 (including the rules made thereunder), Accounting Standards and the Secretarial Standards (SS).

Reporting Period

The Financial Information is reported for the period April 01st, 2024 to March 31st, 2025. Some parts of the Non-Financial Information included in this Board's Report are provided as on the date of this Report.

Industrial Relations:

Your Company always endeavours to keep the time of response to shareholders' request / grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Stakeholders' Relationship Committee of the Board meets periodically and reviews the status of the Shareholders' Grievances. The shares of the Company continue to be traded in electronic forum and de-materialization exists with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.

Acknowledgements

The Company has been very well supported from all quarter and therefore your directors wish to place on record their sincere appreciation for the support and cooperation received from Central and State Government authorities, Kotak Mahindra Bank, Dealers, Suppliers, employees and others associated with the Company.

Your directors look forward to receiving the continued patronage from all quarters to become a better and stronger Company.