The Directors have pleasure in presenting the Sixteenth Annual Report together with the Audited Financial Statements of the Company for the
financial year ended on March 31, 2025.

FINANCIAL HIGHLIGHTS

The summary of financial performance of the Company for the year under review is given below:

STATE OF COMPANY’S AFFAIR, OPERATING RESULTS AND PROFITS

Your Company achieved a total income of Rs. 686.68 Lakhs during the current year as against Rs. 655.55 Lakhs in the corresponding previous
financial year ended March 31, 2024. EBITDA for the year stood at Rs. 320.95 Lakhs compared to Rs. 378.57 Lakhs for the previous corresponding
year. Net Profit for the year stood at 233.37 in the current financial year compared to Rs. 303.50 Lakhs in the previous year.

ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)

The Board of Directors has decided to voluntarily adopt Indian Accounting Standards (IND AS), aligned with International Financial Reporting
Standards (IFRS), to enhance the transparency and comparability of the Company’s financial statements.

TRANSFER TO GENERAL RESERVES

During the financial year, the Company has not transferred any amount to General Reserves.

In order to conserve the resources, your directors do not recommend
any dividend on the equity shares of the Company for the financial
year 2024-2025.

MATERIAL CHANGES AND COMMITMENTS AFTER END OF THE
FINANCIAL YEAR AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

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

VARIATION IN TERMS OF UTILISATION OF IPO PROCEEDS

During the course of utilizing the proceeds from the Initial Public
Offering (IPO) for the purposes stated in the Prospectus, the Company
identified that the full allocation of funds originally designated for
investment in its subsidiary, Biohealth Limited, would not be required.
In line with its strategic objectives and to effectively pursue and
capitalize on immediate growth opportunities, the Board of Directors
proposed a reallocation of the unutilized funds to alternate purposes.
This variation in the utilization of IPO proceeds was approved by
the shareholders through a Special Resolution passed via Postal
Ballot on June 26, 2024. The details and rationale for the proposed
change were provided in the Postal Ballot Notice dated May 27,
2024, which is available on the Company’s website at https://www.
unihealthfinancials.com/agm-egm-postal-ballots. The Company now
confirms that the reallocated funds have been fully utilized for the
revised purpose as approved by the shareholders. The Company
remains committed to maintaining transparency and accountability
in the deployment of IPO proceeds and will continue to provide timely
updates to stakeholders in compliance with applicable regulatory
requirements.

PREFERENTIAL ISSUE

The Company has allotted 7,00,000 (Seven Lakh) Convertible
Warrants on May 02, 2025, each carrying a face value of Rs. 151/-
(Rupees One Hundred Fifty-One only), aggregating to a total of Rs.
10,57,00,000/- (Rupees Ten Crore Fifty-Seven Lakh only), on a
preferential basis to the Promoters of the Company. Each Convertible
Warrant is convertible into one fully paid-up equity share of the
Company having a face value of Rs. 10/- (Rupees Ten only) each, at
a premium of Rs.141/- (Rupees One Hundred Forty-One only) per
share, upon receipt of a completed application for conversion from
the respective Warrant holders, in accordance with the applicable
provisions of law.

CHANGE IN NAME OF THE COMPANY

The name of the Company was changed from “Unihealth Consultancy
Limited" to “Unihealth Hospitals Limited" with effect from October 14,
2024.

Mr. Parag Shah (DIN: 07773426), Director of the Company, retires by
rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment.

Mr. Ajay Kumar Thakur (DIN: 02910317) was appointed as an
Additional Director of the Company with effect from July 05, 2024.
He was also appointed as an Independent Director for a term of five
years commencing from the same date, subject to the approval of the
members at the general meeting. His appointment was subsequently
approved by the shareholders at the Annual General Meeting held on
September 12, 2024.

Dr. Harsh Sheth (DIN: 09057782), resigned as Independent Director
of the Company with effect from July 06, 2024. The Board of Directors
places on record their sincere appreciation for the contributions made
by Dr. Harsh Sheth during his tenure as Independent Director of the
Company.

Ms. Prajakta Suresh Bhor (ACS: A55171) resigned from the position
of Company Secretary with effect from May 1, 2024, consequently
ceased to be the Compliance Officer as well. The Board places on
record its sincere appreciation for her valuable contributions during
her tenure.

Ms. Binita Patel (ACS: 46394) was appointed as the Company
Secretary and Compliance Officer of the Company with effect from
May 7, 2024.

Key Managerial Personnel (‘KMP’):

In terms of the provisions of Sections 2(51) and 203 of the Companies
Act, 2013 ('the Act’), the following are the KMPs of the Company:

Dr. Akshay M. Parmar, Chairman & Managing Director

Mr. Parag Shah, Executive Director & CFO

Ms. Binita Patel, Company Secretary & Compliance Officer

DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted their
declarations under Section 149(7) of the Companies Act, 2013,
confirming that they meet the criteria of independence as prescribed
under Section 149(6) of the Act and Regulation 16 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as
amended from time to time. Further, they have confirmed that there
has been no change in the circumstances affecting their status as
Independent Directors during the year. In the opinion of the Board,
the Independent Directors possess the requisite integrity, expertise,
experience, and balance of skills and knowledge as required for
effective functioning.

Kumar Thakur, Dr. Anurag Shah, and Ms. Riddhi Javeri, with Ms. Riddhi Javeri serving as the Chairperson of the Committee.

The Nomination and Remuneration Committee currently consists of two Non-Executive, Independent Directors and one Non-Independent,
Non-Executive Director.

During the year under review, the Nomination and Remuneration Committee met twice, on May 06, 2024 and July 05, 2024.

The details of meetings attended by the members are as follows:

STAKEHOLDERS RELATIONSHIP COMMITTEE:

In view of the resignation of Dr. Harsh Sheth, the Nomination and Remuneration Committee of the Board of Directors of the Company was
reconstituted upon the appointment of Mr. Ajay Kumar Thakur, with effect from July 05, 2024. The reconstituted Committee comprises Mr. Ajay
Kumar Thakur, Dr. Akshay M. Parmar, and Ms. Riddhi Javeri. Mr. Ajay Kumar Thakur serves as the Chairman of the Committee.

The Stakeholders Relationship Committee consists of two Non-Executive, Independent Directors and one Executive Director.

During the financial year under review, the Committee met once, on March 10, 2025.

The details of meetings attended by the members are as follows:

VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy to provide a mechanism (“Vigil Mechanism") for employees including
directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177 (9) of the
Act. The Whistle Blower Policy (Vigil Mechanism) is uploaded on the Company web link: https://www.unihealthonline.com/codes-policies

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment as directors,
independent directors, senior management are placed on the website of the Company at the web link: https://www.unihealthonline.com/
codes-policies.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate system of internal financial
controls commensurate with its nature and size of business and meets
the following objectives:

• Providing assurance regarding the effectiveness and efficiency
of operations;

• Efficient use and safeguarding of resources;

• Compliance with policies, procedures and applicable laws and
regulations;

• Transactions being accurately reported and recorded timely

The Company has budgetary control system to monitor expenditures
and operations against budgets on an ongoing basis. The internal
auditors also review the adequacy of internal financial control system.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE
COMPANIES

The Company incorporated Unihealth Holdings Limited as its wholly
owned subsidiary in Mauritius on May 07, 2024, and UMC Hospitals
Private Limited as its subsidiary in India on May 22, 2024.

The Company currently has the following subsidiary, associate, and joint venture companies:

* Biohealth Limited shall now be classified as an indirect subsidiary and a direct associate company of the Company due to acquisition of its
equity shares by Unihealth Holdings Limited, Mauritius, a Wholly Owned Subsidiary of the Company w.e.f. July 17, 2025.

**UMC Global Health Limited, a Joint Venture Company, has become a Subsidiary of the Company w.e.f. October 01, 2024.

CONSOLIDATED FINANCIAL STATEMENTS

The Company has consolidated the financial statements of its subsidiaries, associates, and joint ventures in accordance with Section 129(3) of
the Companies Act and the relevant rules made thereunder during the financial period.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES
AND JOINT VENTURE COMPANIES

As on March 31, 2025, the Company has 7 (Seven) Subsidiaries 2 (Two)
Associate companies, and 1(One) Joint venture. There has been no
material change in the nature of business of any of the subsidiaries
during the year. Pursuant to the provisions of Section 129(3) of the
Companies Act, 2013, a statement containing the salient features of
the financial statements of the Company’s subsidiaries, associates,
and joint venture in Form AOC-1 is attached to the financial statements
of the Company.

Further, pursuant to the provisions of Section 136 of the Act,
the financial statements of the Company, consolidated financial
statements along with relevant documents and separate audited
financial statements in respect of subsidiaries, are available on the
Company’s web link: https://www.unihealthfinancials.com/financials-
of-subsidiaries-joint-venture-and-associate-cos

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92
of the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, Annual Return of the Company as at
March 31, 2025 is uploaded on the website of the Company web link:
https://www.unihealthfinancials.com/forms.

STATUTORY AUDITORS

At the Fifteenth Annual General Meeting (AGM) of the Company held
on September 12, 2024, the Members approved the re-appointment of
M/s. G. P. Kapadia & Co., Chartered Accountants (Firm Registration
No. 104768W), as the Statutory Auditors of the Company for a period
of three years, commencing from the conclusion of the Fifteenth AGM
until the conclusion of the Eighteenth AGM to be held in the year 2027.
M/s. G. P. Kapadia & Co., Chartered Accountants, have submitted a
certificate confirming that their re-appointment is in accordance with
the provisions of Section 139 read with Section 141 of the Companies
Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable
provisions, if any, of the Companies Act, 2013, M/s. Parikh &
Associates, Practising Company Secretaries were appointed as
the Secretarial Auditors for auditing the secretarial records of the
Company for the financial year 2024-2025. The Secretarial Audit
Report in Form MR-3 is annexed to this report as “Annexure I".

AUDITORS REPORT AND SECRETARIAL AUDITORS’ REPORT

The Statutory Auditor’s Report for the financial year 2024-25 and
the Secretarial Audit Report for the year 2024-25 do not contain any
qualifications, reservations, or adverse remarks.

REPORTING OF FRAUD BY AUDITORS

During the financial year under review, the Statutory Auditors of the
Company have not reported any instances of fraud committed against
the Company under the second proviso of Section 143(12) of the Act

COST AUDITORS

The maintenance of cost records and cost audit provisions are not
applicable to the Company as required under Section 148 of the
Companies Act, 2013, read with the Companies (Cost Records and
Audit) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Act read with Companies
(Corporate Social Responsibility Policy) Rules, 2014 are not applicable
to the Company for the year under report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

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

(a) Conservation of Energy

During the year, the Company implemented stringent controls to
reduce wasteful electrical consumption. Lights and power were
turned off wherever not necessary.

(b) Technology Absorption

i. Efforts, in brief, made towards technology absorption during the
year under review: NIL

ii. Benefits derived as a result of the above efforts, e.g., product
improvement, cost reduction, product development, import
substitution, etc.: Not Applicable

iii. In case of imported technology (imported during the last 3 years
reckoned from the beginning of the financial year), following
information may be furnished: Not Applicable

iv. Expenditure incurred on Research and Development: NIL

(c) Foreign Exchange Earnings And Outgo
Foreign Exchange Earnings : Rs. 392.81 Lakhs
Foreign Exchange Outgo : Rs. 12.90 Lakhs

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 the particulars of employees are annexed as “Annexure II".

The information required under Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, is provided in the Annexure forming part of this Report. In terms
of the proviso to Section 136 of the Act, the Report and Accounts
are being sent to the Members excluding the aforesaid Annexure. Any
member interested in obtaining the same may write to the Company
Secretary at the Registered Office of the Company.

DISCLOSURE OF REMUNERATION

Dr. Akshay M. Parmar, Managing Director of the Company, has also
been appointed as the Managing Director and Chief Executive Officer
of UMC Hospitals Private Limited, a subsidiary of the Company. He
is drawing remuneration from both companies with effect from July
01, 2025, in accordance with the limits approved by the shareholders
through a Special Resolution passed at the Extra-Ordinary General
Meeting held on April 29, 2023.

DEPOSITS FROM PUBLIC

During the year under review, your Company had not accepted any
deposits from public in terms of Section 73 of the Companies Act,
2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/
JUDICIAL AUTHORITY

There are no significant or material orders passed by any regulator or
court that would impact the going concern status of the Company and
its future operations.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS’ ALONG WITH THE REASONS
THEREOF

During the year under review, there was no instance of one-time
settlement with banks or financial institutions.

NO PENDING PROCEEDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

During the year under review, there were no proceedings pending
against the Company under the Insolvency and Bankruptcy Code,
2016. Further, there were no instances of one-time settlement with

any bank or financial institution during the year.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans given, guarantees provided, and investments
made or securities offered during the year under review, as required
under Section 186 of the Companies Act, 2013, are disclosed in the
Notes to the Financial Statements, which form part of this Annual
Report.

RISK MANAGEMENT POLICY

The Board of Directors of the Company have framed a Risk Assessment
and Management Policy and are responsible for reviewing the risk
management plan and ensuring its effectiveness. The Audit Committee
exercises additional oversight in the area of financial risks and
controls. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing
basis.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

All transactions, contracts, or arrangements entered into by the
Company with related parties during the year under review, as
specified under Section 188(1) of the Companies Act, 2013, were in the
ordinary course of business and on an arm’s length basis. Accordingly,
the disclosure of such related party transactions in Form AOC-2, as
required under the Companies Act, 2013, is not applicable to the
Company.

The Board of Directors have approved a policy on related party
transactions which is placed on the Company’s website at the web
link: https://www.unihealthonline.com/codes-policies

ANNUAL EVALUATION OF THE BOARD ON ITS OWN
PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board’s own performance, its Committees
and Individual Directors was carried out pursuant to the provisions of
the Act in the following manner:

In a meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company
after taking into account the views of Executive Directors and Non-Executive Directors, was evaluated.

LISTING FEES

The Company has paid the listing fees to National Stock Exchange of India Limited for the financial year 2025-26.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and
Code of Internal Procedures and Conduct for Regulating, Monitoring and reporting of Trading by Insiders in accordance with the requirements
of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on our website. Web link: https://www.unihealthonline.com/codes-
policies

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report and is annexed as Annexure III.

CORPORATE GOVERNANCE REPORT

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirements relating to
Corporate Governance are not applicable to the Company, as it is listed on the SME Platform as a Small and Medium-sized Enterprise (SME).

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013

The Company has complied with provisions relating to the constitution of Internal Complaints Committee and has in place an Anti-Sexual
Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has not received any complaint of sexual harassment during the financial year 2024-25.

STATEMENT ON MATERNITY BENEFIT ACT, 1961

During the financial year under review, the Company has duly complied with the applicable provisions of the Maternity Benefit Act, 1961.
SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the
Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for excellent support received from the Banks and financial institutions during
the financial year under review. Your Directors also express their warm appreciation to all employees for their contribution to your Company’s
performance and for their superior levels of competence, dedication and commitment to your Company, in India as well as outside India. The
Directors express gratitude to Company’s customers and vendors. The Directors are also grateful to you, the Shareholders for the confidence
you continue to repose in the Company.

For and on behalf of the Board

Akshay M. Parmar
Chairman & Managing Director
DIN: 01533004

Place: Mumbai
Date: August 26, 2025.