Share Wealth

Year End :2024-03

The Directors have pleasure in presenting the Fifteenth Annual Report together with the Audited Financial Statements of the Company for the financial year ended on March 31, 2024.

FINANCIAL HIGHLIGHTS

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

Particulars	STANDALONE		CONSOLIDATED
	Current Year ended 31st March, 2024 (S. in Lakhs)	Previous Year ended 31st March, 2023 (S. In Lakhs)	Current Year ended 31st March, 2024 (S. In Lakhs)	Previous Year ended 31st March, 2023 (S. in Lakhs)
1) Revenue from operations	422.92	192.49	4,875.00	4,392.84
2) Other Income	232.63	178.62	160.27	210.17
3) Total Revenue	655.55	371.11	5,035.27	4,603.01
4) Less: Total Expenses	276.98	259.74	3,671.10	3,675.23
5) Profit / (Loss) before tax and Exceptional Item	378.57	111.37	1,364.17	927.78
6) Exceptional Item	-	-	-	-
7) Profit/ (Loss) Before Tax	378.57	111.37	1,364.17	927.78
8) Less: Provision for Taxation	-	-	-	-
a)Current Tax	54.21	-	253.35	206.70
b) Deferred Tax	20.86	(22.32)	72.29	(44.59)
c) Tax for earlier years	-	-	-
9) Profit / (Loss) after tax	303.50	133.69	1,038.53	765.67

STATE OF COMPANY’S AFFAIR, OPERATING RESULTS AND PROFITS

Your Company achieved a consolidated total income of 5035.27 Lakhs during the current year as against 4603.01 lakhs in the corresponding financial year ended March 31, 2023. EBITDA for the year stood at 1916.48 lakhs compared to 1573.53 lakhs for the previous corresponding year. The Profit after exceptional item and before tax for the period stood at 1364.17 lakhs as against 927.78 lakhs during the corresponding year. Net Profit for the year stood at Rs. 1030.66 Lakhs in the current financial year compared to S 768.00 lakhs in the previous year.

TRANSFER TO GENERAL RESERVES

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

DIVIDEND

In order to conserve the resources, your Directors do not recommend any dividend on the equity shares of the Company for the financial year 2023-2024.

MATERIAL CHANGES 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.

BONUS ISSUE

During the year, the Company had issued 97,26,458 Bonus Equity Shares having a face value of S10/- each to the members in the proportion of 7 (Seven) Equity Shares for every 1 (One) Equity Share held by them on April 29, 2023.

INITIAL PUBLIC OFFER (“IPO”) AND LISTING OF EQUITY SHARES

During the year under review, the Company conducted its initial public offering (IPO) of 42,84,000 equity shares, each with a face value of S 10/-, in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The shares were offered at a price of S 132/- per share, which included a premium ofS 122/- per share.

The IPO was open for subscription from September 7, 2023, to September 12, 2023. The shares were allotted to applicants on September 15, 2023, at the offer price of S 132/- per share. The Company’s equity shares began trading on the SME Platform of the National Stock Exchange of India Limited (NSE) from September 21, 2023. Additionally, the Articles of Association have been updated to comply with the Listing Regulations and Stock Exchange requirements.

The Company vide its Prospectus dated September 14, 2023 (“Prospectus”) raised Rs. 5654.88 lakhs from the initial public offer of its equity shares (the 'IPO’). The net proceeds from the IPO were Rs. 4840.58 lakhs.

Out of the net proceeds of ? 5654.88 lakhs raised from the IPO, ? 2690.07 lakhs were utilized by the Company during the financial year 2023-24 for the purposes outlined in the prospectus dated September 14, 2023.

VARIATION IN TERMS OF UTILISATION OF IPO PROCEEDS

Your Company, during the course of utilizing the IPO proceeds for the purposes outlined in the Prospectus, the Company determined that it would not require the full allocation of funds originally earmarked for investment in its subsidiary, Biohealth Limited. To enable the Company to explore and capitalize on immediate growth opportunities, the Board of Directors proposed reallocating these funds to other objectives that align with the Company’s strategic goals.

The Company has received a shareholders approval for this variation through a Special Resolution passed via Postal Ballot on June 26, 2024. Details and justifications for this change are 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

CHANGE IN NAME OF THE COMPANY

The Company’s name was changed from “UNIHEALTH

consultancy private limited” to “unihealth consultancy

LIMITED” effective April 26, 2023, following its conversion from a Private Limited Company to a Public Limited Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Dr. Anurag Shah (DIN: 02544806), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Dr. Akshay M. Parmar (DIN:01533004) was appointed as Managing Director of the Company for a period of five years with effect from April 27, 2023 and the same was approved by the shareholders at the Extra Ordinary General Meeting held on April 29, 2023.

Mr. Parag Shah (DIN: 07773426) was appointed as Whole-time Director and Chief Financial Officer designated as Executive Director and Chief Financial Officer with effect from April 27, 2023 and the same was approved by the shareholders at the Extra Ordinary General Meeting held on April 29, 2023.

Dr. Harsh Sheth (DIN: 09057782), Dr. Jagat Shah (DIN: 05178919) and Mrs. Riddhi Javeri (DIN: 07786895) were appointed as Additional Directors of the Company with effect from May 09, 2023. They were also appointed as Independent Directors of the Company for a period of five years with effect from May 09, 2023, subject to the approval by members at the general meeting and their appointment was approved by the shareholders at the Extra Ordinary General Meeting held on May 12, 2023.

Dr. Jagat Shah (DIN : 05178919) resigned as Independent Director of the Company with effect from October 23, 2023. The Board of Directors places on record their sincere appreciation for the contributions made by Dr. Jagat Shah during his tenure as Independent Director of the Company.

The Board of Directors of the Company, on the recommendation of Nomination and Remuneration Committee, approved the appointment of Mr. Ajay Kumar Thakur (DIN: 02910317) as Additional and Non-Executive Independent Director of the Company w.e.f. July 05, 2024 for a period of five years. The Company has received notice under Section 160 of the Act

proposing his appointment. The necessary resolution in this regard has been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with his brief profile.

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) was appointed as Company Secretary effective April 27, 2023, and also assumed the role of Compliance Officer on May 9, 2023. She resigned from her position as Company Secretary effective May 1, 2024, and consequently ceased to be the Compliance Officer as well. The Board extends its sincere appreciation for her valuable support and guidance throughout her tenure in both roles.

Ms. Binita Patel (ACS: 46394) was appointed as Company Secretary and Compliance Officer, effective May 7, 2024, at the Board meeting. She is a member of The Institute of Company Secretaries of India (ICSI) and meets the requisite criteria for the role of Company Secretary.

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

Directors who are independent Directors, have submitted a declaration as required under section 149(7) of the Act that each of them meets the criteria of Independence as provided in sub Section (6) of Section 149 of the Act and under regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and there has been no change in the circumstances which may affect their

b. Audit Committee Of Board Of Directors

As on March 31, 2024, the Audit Committee of the Board of Directors of the Company comprised of three members, Dr. Harsh Sheth, Ms. Riddhi Javeri, Mr. Parag Shah. The Audit Committee consists of two Non-Executive, Independent Directors and one Non- Independent, Executive Director.

During the year under review, Six (6) meetings of the Audit Committee were held on 13.06.2023, 21.08.2023, 23.10.2023, 08.11.2023,19.12.2023 and 04.03.2024.

d. Stakeholders Relationship Committee:

As on March 31, 2024, the Stakeholders Relationship Committee of the Board of Directors of the Company comprised of three members, Dr. Harsh Sheth, Dr. Akshay M. Parmar and Ms. Riddhi Javeri.

The Stakeholders Relationship Committee consists of two NonExecutive, independent Directors and one Executive Director.

The Stakeholders Relationship Committee met once during the year i.e. on 04.03.2024.

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 onthe Company weblink: https://www.unihealthonline.com/ files/ ugd/93e6b9 2c9aea3668ad4dll92dfa20d0408020d.pdf.

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. The web link is https://www.unihealthonline.com/ files/ ugd/93e6b9 460dc7c257d943048fbbb7aa22lcdd35.pdf.

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 had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the period ended on that date;

c. proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

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 Hopsitals Private Limited as a subsidiary in India on May, 22, 2024.

The Company have the following subsidiary/associate companies and Joint venture Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Company has Consolidated Financial Statements of its Subsidiaries and Associates and Joint Ventures in terms of the provisions of Section 129(3) of the Companies Act, 2013 and the relevant rules made there under during the financial year.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

There has been no material change in the nature of the business of the subsidiaries. Salient features of the financial statements, details of performance and financial positions of Company’s subsidiaries are brought out in Form AOC-1 is annexed as Annexure - I as a part of this Report.

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 31st March, 2024 is uploaded on the website of the Company at www.unihealthonline.com

STATUTORY AUDITORS

As per Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s. G P Kapadia & Co Chartered Accountants (Firm registration No. 104768W), Statutory Auditors of the Company expires at the conclusion of the ensuing Annual General Meeting of the Company.

The Board of Directors of the Company made its recommendation for re-appointment of M/s. G P Kapadia & Co., Chartered Accountants (Firm registration No. 104768W) as the Statutory Auditors of the Company for another term of three years.

M/s. G P Kapadia & Co., Chartered Accountants (Firm registration No. 104768W) have consented to their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with Section 139 read with Section 141 of the Act. The necessary resolution, seeking approval of the members for 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 consecutive years

i.e. from the conclusion of Fifteenth Annual General Meeting till the conclusion of Eighteenth Annual General Meeting of the Company to be held in the year 2027 pursuant to Section 139 of the Companies Act, 2013, has been proposed at the ensuing Annual General Meeting of the Company.

SECRETARIAL AUDITORS

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 2023-2024. The Secretarial Audit Report in Form MR-3 is annexed to this report as “Annexure II”.

AUDITORS REPORT AND SECRETARIAL AUDITORS’ REPORT

The statutory auditors report for the financial year 2023-24 and secretarial audit report for the year 2023-24 does not contain any qualifications, reservations, adverse remarks in their report.

During the year under review, there were no instances of fraud reported by the auditors, under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors.

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 had strict control on wasteful electrical consumption. Lights and power were switched 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.514.20 Lakhs Foreign Exchange Outgo : Rs. 7.41 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 III”.

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.

DEPOSITS FROM PUBLIC

During the period 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.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees given and investments made or securities provided during the year under review in accordance with Section 186 of the Act are stated in the Notes to Accounts which forms 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 the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party(ies) are in the ordinary course of business and on arms’ length basis. Accordingly, the disclosure of related party transactions as

required under the Companies Act, 2013, in Form AOC-2 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 BOARD, 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:

Sr. No.	Performance evaluation of	Performance evaluation performed by	Criteria
1.	Each Individual Directors	Nomination and Remuneration Committee	Attendance, Contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of Executive Directors etc.
2.	Independent Directors	Entire Board of Directors excluding the Director who is being evaluated	Attendance, Contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and guidance provided etc.
3.	Board, and its Committees	All Directors	Board composition and structure; effectiveness of Board processes, information and functioning, fulfilment of key responsibilities, performance of specific duties and obligations, timely flow of information etc.
			The assessment of Committees based on the terms of reference of the committees and effectiveness of the meetings

In a meeting of Independent Directors, performance of Nonindependent 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 NSE Limited for the year 2024-25.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

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 in view of recent amendments to the SEBI (Prohibition of insider Trading) 2015 by SEBI (Prohibition of insider Trading) (Amendment) Regulations, 2018, the Policy on Determination of Legitimate purpose and the Policy on inquiry in case of leak or suspected leak of UPSI are adopted by the Company and are made available on the Website of the Company. Weblink: https:// www.unihealthonline.com/codes-policies

MANAGEMENT’S DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE REPORT

in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, corporate governance provisions are not mandatory for the Company, as it is listed 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 2023-24.

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.