Annual Report for the Financial year 2025-26

GUJARAT KIDNEY & SUPERSPECIALITY LIMITED ANNUAL REPORT 2025–26 NEPHROLOGY • UROLOGY • ADVANCED CARE Precision in every decision. Compassion in every outcome. Board of Directors Mr Pragnesh Bharpoda Executive Director Mrs Bharti Pragnesh Executive Director Bharpoda Mrs Anita Naik Non Executive Director Mr Jagdish Thakkar Non Executive Independent Director Mr Udayan Kachchi Non Executive Independent Director Mrs Kairavi Shah Non Executive Independent Director Mr. Paresh Dhoti* Non Executive Independent Director Mrs. Disha Bharpoda** Non Executive Independent Director Chief Financial Mrs Bhavika Patel Officer Company Secretary Mrs Vishakha Mahesh Phadke Statutory Auditors Y M Shah & Associates Registered Office Plot No.1, City survey 1537/A, Gokak Mill Compound, Jetalpur Road, Alkapuri, Vadodara, Gujarat – 390020 Registrar and MUFG Intime India Private Limited Transfer Agent Note: * Appointed as Additional Director of the Company w.e.f. 14.08.2026, subject to confirmation of shareholders ** Appointed as Additional Director of the Company w.e.f. 24.08.2026, subject to confirmation of shareholders Contents Page No. 1. Notice 1 2. Directors’ Report 26 3. Report on Corporate Governance 38 4. Annexures 53 Standalone Financial Statements 5. Independent Auditors’ Report 74 6. Financial Statements 90 Consolidated Financial Statements 7. Independent Auditors’ Report 133 8. Financial Statements 146 9. Attendance and Proxy Slip 200 10. Route Map 203 NOTICE Notice is hereby given that the 7th Annual General Meeting of the Members of Gujarat Kidney And Superspeciality Limited will be held on Monday, the 28th day of September, 2026 at 9.30 a.m. at the Registered Office of the Company situated at Plot No. 1, City Survey 1537/A, Jetalpur Road, Gokak Mill Compound, Alkapuri, Vadodara, Gujarat – 390020, to transact the following business :- ORDINARY BUSINESS: 1. Adoption of : a) the audited Standalone Financial Statements of the Company for the financial year ended on March 31, 2026 and the Reports of the Directors and the Auditors thereon b) the audited Consolidated Financial Statements of the Company for the financial year ended on March 31, 2026 and the Report of the Auditors thereon. 2. Appointment of a Director retiring by rotation. To appoint a Director in place of Mrs. Anita Bharpoda (DIN: 08644747), who retires by rotation and being eligible, offers her candidature for re-appointment. SPECIAL BUSINESS: 3. Appointment of Secretarial Auditors To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 179 and 204 and other applicable provisions of the Companies Act, 2013, read with the rules made thereunder, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and based on the recommendations of the Audit Committee and the Board of Directors, the approval of the members be and is hereby accorded for the appointment of M/s SPANJ & Associates, Practicing Company Secretaries, Ahmedabad as Secretarial Auditors of the Company for a term of five consecutive years, commencing from financial year 2026-27 till financial year 2030-31 at such remuneration and on such terms and conditions as may be determined by the Board of Directors (including its committees thereof), and to avail any other services, certificates, or reports as may be permissible under applicable laws; RESOLVED FURTHER THAT the Board (including its Committee thereof) and/or any person authorised by the Board, be and is hereby authorised, severally, to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds, matters and things, as may be considered necessary, desirable and expedient to give effect to this Resolution and/or otherwise considered by them to be in the best interest of the Company." 4. Appointment of Mr Paresh Dhoti as an Independent Director To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force], Mr. Paresh Dhoti (DIN: 10387032), who was appointed as an Additional Director (Independent and Non-Executive) of the Company, with effect from 14.08.2026 under section 161 of the Act and the Articles of Association of the Company and who holds office upto the date of this Annual General Meeting of the Company, and who qualifies for being appointed as an Independent Director and who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and is eligible for appointment under the provisions of the Act, the Rules made thereunder and the Listing Regulations, and in respect of whom the Company has received a Notice in writing from a Member under section 160 of the Act, proposing his candidature for the office of Director of the Company, being so eligible, be appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years commencing from 14.08.2026 to 13.08.2031 (both days inclusive).” 5. Appointment of Mrs Disha Bharpoda as Independent Director To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force], Mrs. Disha Bharpoda (DIN: 11897794), who was appointed as an Additional Director (Independent and Non-Executive) of the Company, with effect from 24.08.2026 under section 161 of the Act and the Articles of Association of the Company and who holds office upto the date of this Annual General Meeting of the Company, and who qualifies for being appointed as an Independent Director and who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and is eligible for appointment under the provisions of the Act, the Rules made thereunder and the Listing Regulations, and in respect of whom the Company has received a Notice in writing from a Member under section 160 of the Act, proposing his candidature for the office of Director of the Company, being so eligible, be appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years commencing from 24.08.2026 to 23.08.2031 (both days inclusive).” 6. Approval of Revision in Remuneration of Managing Director To consider and if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution: - “RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), read with Schedule V to the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and D [Showing first 8,000 characters — download PDF for full document]