BOARDS’ REPORT

To,

The Members

Your Directors have pleasure in presenting their Fortieth Annual Report on the business and operations of the Company
and the accounts for the Financial Year ended March 31, 2023.

1. Financial highlights for the year ended March 31, 2023

2. Dividend

Board has not recommended dividend for the financial year 2022-23 keeping in view the long term objectives of the Company.

Your Company has formulated a Dividend Distribution Policy in compliance with Regulation 43A of SEBI (Listing Obligations
and Disclosure Requirements) Regulation, 2015. This is also available on the Company's website and can be accessed at:
https://www.kauveryhospital.com/investors

3. Reserves

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

4. Business and Operations Review

Total Operating income increased by 14.5% to Rs. 15,575.64 lakhs during the financial year 2022-23 from
Rs. 13,607.28 lakhs in the previous year.

Your Company has earned Profit after tax of Rs. 2668.84 lakhs for the financial year 2022-23 higher than
Rs. 2,372.58 lakhs achieved during the previous year.

5. Information On State Of Company’s Affairs

Information on operational and financial performance etc., is provided in the Management Discussion and Analysis Report,
which is annexed to the Directors' Report and has been prepared inter-alia in compliance with the terms of SEBI (LODR)
Regulations, 2015.

6. Statement in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. To
maintain independence of the Internal Audit function, the Internal Auditor reports to the Chairman of the Audit Committee.

The Internal Audit Team along with the Process Team monitors and evaluates the efficacy and adequacy of internal control
systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company.
Based on the report of internal audit, corrective actions in the respective areas are undertaken and controls strengthened.
Significant audit observations and corrective actions thereon are reported to the Audit Committee of the Board.

7. Disclosure of particulars of loans/advances/investments 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 2022-23.

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

8. Deposits

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public
deposits was outstanding as on the date of the balance sheet.

9. 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 Deloitte Haskins & Sells, Chartered Accountants (Registration No.008072S), Chennai were appointed as the
Statutory Auditors of the Company in the Annual General Meeting of the Company held on 26th September, 2019 for a
period till the conclusion of the Forty First Annual General Meeting.

Accordingly, M/s. Deloitte Haskins & Sells will continue as Statutory Auditors of the Company till the financial
year 2023-24.

10. The 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 or courts or tribunals that may have an impact for the
company as a going concern and /or company's operations.

Further no application against the Company has been filed or is pending under the Insolvency and Bankruptcy Code 2016.
The Company has not done any one time settlement with any Bank or Financial Institutions

11. Closure of Register of Members and Share Transfer Books

The Register of Members and Share Transfer Books of the company will be closed suitably prior to holding
Annual General Meeting.

12. The Board observed that there are no qualifications or reservations or adverse remarks by the Statutory Auditors
as well as by the Secretarial Auditor in their reports.

13. Share Capital

The Company has not issued any equity shares with differential rights, sweat equity shares, employee stock options or
employee stock purchase scheme. No shares have been transferred to Suspense account in terms of Regulation 39
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As at the end of the financial year

the Company's Authorized Equity Share Capital stands at Rs. 2500 lakhs and paid-up Equity Share Capital stands at
Rs. 1630.85 Lakhs consisting of 1630.85 lakhs fully paid up Equity Shares of Re. 1 each.

14. Corporate Governance

Your Company has been complying with the provisions of Corporate Governance as stipulated in the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

A separate report on Corporate Governance along with Practicing Company Secretary's certificate on compliance of the
Corporate Governance norms as stipulated in Schedule V read with Regulation 34(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Management Discussion & Analysis report are provided elsewhere in
this Annual Report.

15. Particulars of Employees

In accordance with the provisions of Section 197 (12) of the Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the name and other particulars of employees are to
be set out in the Annexure - 4 forming part of the Annual Report (Boards' Report). However as per provisions of Sec 136(1)
Companies Act, 2013 read with relevant proviso of the Companies Act, 2013, the Annual Report (Boards' Report) is being
sent to Members excluding the information relating to 5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. The said information is available for inspection at the Registered Office of the
Company. Any member interested in obtaining such particulars may write to the Company and the same will be furnished.

16. Business Responsibility & Sustainability Reporting

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business
Responsibility & Sustainability Report for the year 2022-23 describing the initiatives taken by the Company towards
Environment, Social and Governance (ESG) parameters & the performance against the nine principles of the 'National
Guidelines on Responsible Business Conduct' (NGBRCs).in the prescribed format is provided elsewhere in this report.

17. Details of Holding, Subsidiaries, Associate/JV Companies:

The Company is a subsidiary of Sri Kauvery Medical Care (India) Limited, which holds 75% of shares in the Company. The
Company does not have any subsidiary, Associate or Joint Venture Companies.

18. Transfer to Investor Education and Protection Fund

As required under the provisions of Section 124 of the Companies Act, 2013 and other applicable provisions of the
Companies Act, 2013, dividends that remain unpaid/unclaimed for a period of seven years, are to be transferred to
the account administered by the Central Government viz., Investor Education and Protection Fund (“IEPF”).There are no
amounts which remain unpaid/unclaimed for a period of seven years and hence no amount has been transferred to “IEPF”.

19. Copy of Annual Return

The duly certified copy of Annual Return for the Financial Year ended 31st March 2023, as prescribed under Section 92
read with Rule 12 of the Companies (Management and Administration) Rules, 2014 shall be placed on the website of the
company http://www.kauveryhospital.com/investors# after the Annual General Meeting is held.

20. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars required to be given as per Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 are as under:

i. Conservation of energy-

Though the nature of the business of the company is such that the consumption of energy is not significant when compared
to the overall cost of operations, the company takes all efforts to conserve energy and carries out periodical energy audits.

ii. Technology absorption-

The Company is currently in the process of updating the technology in various fields of equipment. Within the limitations,
everything possible was done to acquire, improve and update the technology.

iii. Foreign Exchange Earnings and Outgo

21. 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.

Further, in terms of the CSR Rules, the CFO has certified to CSR Committee that the funds disbursed for CSR have been
used, for the purpose and in the manner approved by the Board for financial year 2022- 2023.

The Company has duly constituted a Corporate Social Responsibility Committee as required under Section 135 (1) of the
Companies Act, 2013 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 at http://www.kauveryhospital.com/investors#.

The Annual Report on your Company's CSR activities is appended as Annexure-3 to the Board's Report.

22. Directors and Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Board of Directors is duly constituted. The Directors
and Key Managerial Personnel as on date of this report are:

During the year under review, following changes occurred in the composition of the Board of Directors and KMP:

Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder, Dr. T Senthil Kumar, Director of the
Company retires by rotation and being eligible, offers himself for re-appointment in the ensuing Annual General Meeting.

Details of the composition of the Board and that of various Committees of the Board as at the end of the FY 2022-23 are
provided in the Corporate Governance Report annexed to the Boards' Report.

23. Declaration 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 Declarations 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 (LODR)
Regulations, 2015 has been obtained from the Independent Directors and the Board has taken on record the same.

All the IDs 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 ID 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 relevant rules of Companies Act 2013.

24. Policy on Directors’ Appointment and Remuneration including criteria for determining qualifications, positive
attributes, independence of director

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for the selection
and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the
Corporate Governance Report.

25. Particulars of contracts or arrangements with related parties

During the financial year 2022-23 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-1.

26. Risk Management

The Company approaches Risk Management by identification, assessment, monitoring and mitigation of various risks that
the company may face in its business. The Company's enterprise Risk Management approaches, identifies and categorizes
the major risks relating to Operations and Finance. The Company's objective is to achieve a balance between acceptable
levels of risk and reward in effectively managing its Operational, Financial, Business and other risks which is carried out
through the Audit committee which meets at periodic intervals.

27. Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit
Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

28. Secretarial Audit Report

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. Alagar & Associates, Practicing Company Secretary as the
Secretarial Auditors of the Company in the Board Meeting held on 14th February 2023, for the FY 2022-23. The Secretarial
Audit Report issued by the Company's Secretarial Auditor M/s. Alagar & Associates is annexed and forms part of this Report
in Annexure-2. The report does not contain any qualification.

29. Number of meetings of Board

The details of the number of meetings of the Board of Directors are included as a part of Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

30. Composition of Audit Committee

The Audit Committee of the Company has been constituted in accordance with the provisions of Section 177 of the
Companies Act, 2013 read with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The details of the Audit Committee are included as a part of Corporate Governance Report.

31. Details of establishment of vigil mechanism

The Company has formulated and adopted a vigil mechanism for employees to report genuine concerns to the Chairman
of the Audit Committee. The policy provides opportunities for employees to access in good faith, the Audit Committee, if
they observe unethical and improper practices. The Whistle Blower policy of the Company is available in the website of the
Company. The link for the same is http://www.kauveryhospital.com/investors#.

32. 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 pre-clearance 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 “Vigilant” software wherein the details of all the designated
persons are being captured in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015.

33. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, and the Regulation 19 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has completed a formal evaluation of
their performance and that of its Committees and individual directors.

34. Separate Meeting of Independent Directors

The Independent Directors of the Company had met during the financial year to review the performance of the Non¬
Independent Directors, Chairman (after taking into account the views of Executive and Non-Executive Directors of the
Company) and Board as a whole and also the access, quality, quantity and timeliness of the flow of information between
the Company's management and the Board.

During the Financial Year under review the Independent Directors met on 31^st January, 2023 and all the Independent
Directors attended the Meeting without the presence of the Non-Independent Directors and the members of the
management.

35. Listing fees:

The Company confirms that it has paid the Annual Listing Fees for the year 2022-23 to Bombay Stock Exchange where the
company's shares are listed.

36. 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 2022-23.

37. 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
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.

38. Material changes and commitments affecting financial position between the end of the financial year and the date
of the report

There is no change in the nature of business of the Company during the year. There are no material changes and
commitments in the business operations of the Company since the close of the financial year on 31st March, 2023 to the
date of this report.

39. Familiarization Programme for Independent Directors:

The Board members are provided with necessary documents, reports and internal policies to enable them to familiarize with
the Company's procedures and practices. The details of such familiarization programmes for the Independent Directors are
posted on the website of the Company.

40. Applicability of maintenance of Cost Records as Specified by the Central Government

As per Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014,Company
is maintaining Cost Records as specified by the Central Government.

On account of the casual vacancy of the erstwhile Cost Auditor of the Company M/s Thanigaimani & Associates, Chennai
who was appointed for FY 22-23, the Company on the recommendations of the Audit Committee had appointed M/s G Sugumar
& Co. (Firm Registration No. 102522), Chennai as the Cost Auditors of the Company for Financial Year 2022-23.Pursuant
to the provisions of the Companies Act, 2013 and rules made thereunder, the remuneration payable to the Cost Auditors
for the FY 2022-23 requires ratification of the shareholders and the same is hereby proposed for ratification in the ensuing
Annual General Meeting.

41. Secretarial Standards

The Company has complied with the applicable Secretarial Standards as amended from time to time.

42. Acknowledgments

We thank the various Government Agencies and Banks for their continued support and co-operation to the Company. We
place on record our appreciation of the contribution made by our employees, consultants and officers of the Company
during the year under report.

For and on behalf of the Board of Directors

sd/- sd/-

Place: Chennai Dr S Manivannan Dr S Chandrakumar

Date: May 29, 2023 DIN: 00910804 DIN: 01867847

Managing Director Executive Chairman (Whole-Time)