Directors Report of Looks Health Services Ltd.

Mar 31, 2024

Your Directors have great pleasure in presenting the 13^th Board''s Report together with the Audited Balance
Sheet as at 31st March, 2024 and Profit & Loss Account for the year ended on that date.

1. FINANCIAL STATEMENTS & RESULTS:

Highlights of Financial Results:

The Company''s performance during the year ended 31st March, 2024 as compared to the previous financial
year, is summarized below:

(Amount in Lacs except EPS)

Particular	For the financial year ended 31st March, 2024	For the financial year ended 31st March, 2023
Revenue from operations	-	0.75
Total Expenses	48.12	56.45
Other Income	45.76	45.47
Total Income	45.76	46.22
Less :Total Expenses	48.12	56.45
Profit/ (Loss) before tax	(2.36)	(10.23)
(Less): Tax Expenses	(0.59)	5.72
Profit / (Loss) after Tax	(1.77)	(15.96)
Other comprehensive (loss)/income for the year	-	-
Total comprehensive income for the year	(1.77)	(15.96)
No. of Equity Shares	1050	1050
EPS	(0.02)	(0.15)

2. FINANCIAL PERFORMANCE:

The total income of the Company for the year under review stood at Rs. 45.76 lacs (previous year Rs.
46.22 lacs). During the year the Company incurred a loss of Rs.1.77 lacs (previous year loss of Rs. 15.96
lacs).

3. DIVIDEND:

In order to conserve the resources for future business requirements, your Directors do not recommend
dividend for the year under review

4. SHARE CAPITAL:

As on March 31, 2024, the paid up equity share capital of the company was INR 10,50,00,000/- i.e.
10500000 equity shares of INR 10 each. There was no change in Paid-up Share Capital of the Company
during the Financial Year 2023-24.

5. BOARD OF DIRECTORS

As on March 31, 2024, the Board comprised of one Executive Director- Mr. Pritesh Doshi- Managing
Director and two Non-Executive Independent Directors. The Company has received necessary
declarations from the Independent Directors stating that they meet the prescribed criteria for
independence. Based on the confirmations/disclosures received from the Directors under Section 149(7)
of the Companies Act 2013 and on evaluation of the relationships disclosed, the following Non-Executive
Directors are considered as Independent Directors:

a) Ms. Krishna Sangani

b) Ms. Sejal Jain

6. DECLARARTION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors of the Company
under sub- section (7) of Section 149 of the Companies Act, 2013 confirming that they meet the criteria of
independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and
Regulation 25 of the SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015.

7. ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015, mandates that the Board shall
monitor and review the Board evaluation framework. The framework includes the evaluation of directors
on various parameters such as:

i. Board dynamics and relationships

ii. Information flows

iii. Decision-making

iv. Relationship with stakeholders

v. Company performance and strategy

vi. Tracking Board and committee''s effectiveness

vii. Peer evaluation

Pursuant to the provisions of the Companies Act, 2013 a formal annual evaluation needs to be made by
the Board of its own performance and that of its committees and individual directors. Schedule IV of the
Companies Act, 2013 states that the performance evaluation of the independent directors shall be done
by the entire Board of Directors, excluding the director being evaluated. The Board works with the
nomination and remuneration committee to lay down the evaluation criteria.

The Board has carried out an evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and
Stakeholders Relationship Committees of the Company. The Board has devised questionnaire to evaluate
the performances of each of executive, non-executive and Independent Directors. Such questions are
prepared considering the business of the Company and the expectations that the Board have from each of
the Directors. The evaluation framework for assessing the performance of Directors comprises of the
following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management;

v. Ability to contribute to and monitor our corporate governance practices.

8. CHANGES IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Company''s Board is duly constituted and is in compliance with the requirements of the Companies
Act, 2013, the Listing Regulations and provisions of the Articles of Association of the Company.
Your Board has been constituted with requisite diversity, wisdom and experience commensurate to
the scale of operations of your Company.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management
& Administration) Rules, 2014 and Articles of Association of the Company, Mr. Pritesh Doshi (DIN:
05155318), who retires by rotation and being eligible, has offered himself for re-appointment.

Your Board recommends re-appointment of the above Director. The following changes occurred in the
Company:

The Board of Directors in their meeting held on 10^th August, 2023 approved the appointment of Ms.
Krishna Sangani as the Additional Director and her designation was regularized to Non-Executive
Independent Director in the 12^th AGM held on 29^th September, 2023.

The Board of Directors in their Meeting held on 05^th September, 2024 approved the following
appointments/ re-designation:

1. Appointed Mrs. Monika Joshi as Additional Director and her designation is due to be regularized to
Chairperson & Whole-time Director in this AGM. Details of her appointment are mentioned in the
Notice.

2. Mr. Pritesh Doshi resigned as Chairperson w.e.f. closing hours of 05^th September, 2024

3. Appointed Mr. Mihir Ganappa as Additional Director and his designation is due to be regularized to Non¬
Executive Non-Independent Director in this AGM. Details of his appointment are mentioned in the
Notice.

4. Appointed Mr. Dhruv Pravinbhai Rajgor as Additional Director and his designation is due to be
regularized to Non-Executive Independent Director in this AGM. Details of his appointment are
mentioned in the Notice

5. Appointed Mr. Bhavin Mahendrakumar Hirpara as Additional Director and his designation is due to be
regularized to Non-Executive Independent Director in this AGM. Details of his appointment are
mentioned in the Notice

The Company has formulated code of conduct on appointment of directors and senior management. This
code of conduct can be accessed on the website of the Company at the link https://looksclinic.in/wp-
content/uploads/2021/05/Code-of-Conduct-for-Board-of-Directors-Senior-Management.pdf

9. MEETINGS OF THE BOARD:

Six meetings of the Board of Directors were held during the year. The details of number of meetings of the
Board held during the financial year 2023-24 are provided in Corporate Governance Report which forms
an integral part of this Report. The gap between any two meetings never exceeded 120 days.

10. COMMITTEES OF THE BOARD:

There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year,
are provided in Corporate Governance Report which forms an integral part of this Report.

11. DIRECTORS'' RESPONSIBILITY STATEMENT :

As required under Section 134(3)(c) of the Companies Act, 2013 and according to the information and
explanations received by the Board, your Directors state that:

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

b) 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 and of the profit of the company for
that period;

c) the directors have 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;

d) the directors have prepared the annual accounts on a going concern basis;

e) 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

f) 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.

12. ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2024 is available on the Company''s website and can
be accessed viz. www.looksclinic.in.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the financial year under review, the provisions related to CSR were not applicable to the
Company.

14. CORPORATE GOVERNANCE:

Corporate Governance is about maximizing shareholders value legally, ethically and sustainably. At Looks
Health Services Limited, the goal of Corporate Governance is to ensure fairness for every stakeholder. We
believe Corporate Governance is critical to enhance and retain investor trust. Our Board exercises its
judiciary responsibilities in the widest sense of the term. We also endeavor to enhance long-term
shareholder value and respect minority rights in all our business decisions. As per regulation 34 of the
Listing Regulations, a separate section on corporate governance practices followed by your Company,
together with a certificate from M/s. VKM & Associates, Practicing Company Secretary, on compliance

with corporate governance norms under the Listing Regulations, is provided as Annexure- I to this Annual
Report.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 the Management Discussion and Analysis Report, which gives a detailed account of state of affairs
of the Company''s operations forms part of this Annual Report as Annexure- II.

16. STOCK EXCHANGE:

The Equity Shares of the Company are listed at BSE Limited. The Company has paid the requisite Annual
listing fees to the aforesaid Stock Exchange.

17. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted deposits within the meaning of Section 73
and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on
particulars relating to loans, advances, guarantees and investments are provided as part of the financial
statements.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on
Arm''s Length basis. No Material Related Party Transactions, entered during the year by your Company
as per Section 188 of the Companies Act, 2013 which require approval of the member. Accordingly, the
disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in
Form AOC-2 is not applicable. Further disclosure of transactions with related parties is set out as part of
the financial statements.

The Policy on materiality of related party transactions and also on dealing with related party
transactions as approved by the Board may be accessed on the website of the Company at the link-
https://looksclinic.in/wp-content/uploads/2021/07/related-party-transaction-policy.pdf

20. PARTICULARS OF REMUNERATION:

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel Rules, 2014, details of the ratio of
remuneration of each Director to the median employee''s remuneration are appended to this report as
Annexure -III.

During the year under review, no employee was in receipt of remuneration exceeding the limits as
prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted a Vigil mechanism / Whistle blower Policy to deal with instance of fraud and
mismanagement, if any. The Company has established a mechanism for directors and employees to
report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct
and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and
employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit
Committee in the exceptional cases. The details of the Vigil Mechanism Policy are explained in the
report of Corporate Governance and also posted on the website of the Company-
https://looksclinic.in/wp-content/uploads/2021/05/Whistle-Blower-Policy.pdf. We affirm that during
the financial year 2023-2024, no employee or director was denied access to the Audit Committee.

22. REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing and Obligation
Disclosure Requirements) Regulations 2015 and on the recommendation of the Nomination and
Remuneration Committee, the Board has adopted a Policy on criteria for appointment of Directors, Key
Managerial Personnel, Senior Management and their remuneration. The salient features of the
Remuneration Policy are stated in the Report on Corporate Governance which forms part of this Annual
Report.

The policy can be accessed at the Link- https://looksclinic.in/wp-content/uploads/2021/05/criteria-of-
making-payment-to-non-executive-directors.pdf

23. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention,
prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules
thereunder. There was no complaint on sexual harassment during the year under review.

The following is reported pursuant to Section 22 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:

a. Number of complaints filed during the financial year : NIL

b. Number of complaints disposed off during the financial year : NIL

c. Number of cases pending as on end of the financial year : NIL

The policy can be accessed on the website of the Company at the link:
https://looksclinic.in/wp-content/uploads/2021/05/Policy-on-Sexual-Harassment.pdf

24. RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy to identify the risk, analyze and to
undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for
identification and steps to control them through a well-defined procedure.

25. AUDITORS:

• STATUTORY AUDITORS:

M/s. Parekh Shah & Lodha, Chartered Accountants, bearing (Firm Registration Number: 107487W) who
are the statutory auditors of the Company, were appointed at the 10^th Annual General Meeting to hold
office till the conclusion of 15^th Annual General Meeting.

The report issued by M/s. Parekh Shah & Lodha, Chartered Accountants, bearing (Firm Registration
Number: 107487W), Statutory Auditor for FY 2023-24 forms part of this report.

Further, M/s. Parekh Shah & Lodha, Chartered Accountants, bearing (Firm Registration Number:
107487W) resigned as Statutory Auditors w.e.f. 14^th August, 2024 as the validity of their Peer review had
expired on 31-07-2024 and to fill their casual vacancy M/S KPSJ & ASSOCIATES LLP, Chartered
Accountants, bearing (Firm Registration Number: 124845W/W100209) appointed w.e.f. 05^th September,
2024.

The Auditor''s Report for the year ended 31st March, 2024 does not contain any qualification,
reservation or adverse remark. Pursuant to provisions of Section 143(12) of the Companies Act, 2013,
the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year
under review. The Auditor''s Report is enclosed with Financial Statements in this Annual Report.

• INTERNAL AUDITOR:

The Company has re-appointed M/s. Dhruvaprakash & Co, Chartered Accountants (FRN.: 117674W) as
its Internal Auditor. The Internal Auditor has given his reports on quarterly basis to the Audit
Committee.

Based on the report of internal audit, management undertakes corrective action in the respective
areas and strengthens the levels of Internal Financial and other operational controls.

• SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed M/s. VKM &
Associates, Practicing Company Secretaries, to conduct Secretarial Audit of the Company. The Report of
the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2024 is enclosed as Annexure-
IV to this Report.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in the
report.

26. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Board of your Company has laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and operating effectively. Your Company has
adopted policies and procedures for ensuring the orderly and efficient conduct of its business,
including adherence to the Company''s policies, the safeguarding of its assets, the prevention and

detection of frauds and errors, the accuracy and completeness of the accounting records, and the
timely preparation of reliable financial disclosures.

27. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies act, 2013 read with Rule 8 of the Companies (Accounts)

Rules, 2014, details regarding the Conservation of Energy, Technology Absorption and Foreign Exchange

Earnings and Outgo for the year under review are as follows:

A. CONSERVATION OF ENERGY:

a. Steps taken or impact on conservation of energy - The Operations of the Company do not consume
energy intensively. However, the Company continues to implement prudent practices for saving
electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities
undertaken by the Company are not energy intensive, the Company shall explore alternative sources
of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment - Nil

B. TECHNOLOGY ABSORPTION:

a. The efforts made towards technology absorption - The Company continues to take prudential
measures in respect of technology absorption, adaptation and take innovative steps to use the scarce
resources effectively.

b. The benefits derived like product improvement, cost reduction, product development or import
substitution- Not Applicable

c. In case of imported technology (imported during the last three years reckoned from the beginning of
the financial year) - Not Applicable

d. The expenditure incurred on Research and Development - Not Applicable

The Particulars of Foreign Exchange and Outgo for the year under review are as follows:

Particulars	Year ended 31st March, 2024	Year ended 31st March, 2023
Foreign exchange earning	-	-
Foreign exchange Outgo	-	-

28. CHANGES IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business carried on by the Company.

29. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

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

30. 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 was no significant or material order passed by any regulator or court or tribunal, which impacts the
going concern status of the Company or will have bearing on company''s operations in future.

31. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and deep appreciation for the continued support
and co - operation received by the Company from the shareholders, company''s clients, suppliers, bankers
and employees and look forward for their continued support in the future as well.

By Order of the Board

For Looks Health Services Limited

sd/-

Pritesh Doshi
Managing Director
DIN:05155318

Date: 05^th September, 2024
Place: Mumbai

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Mar 31, 2014

Dear Shareholders,

The Directors have great pleasure in presenting the 3rd Annual Report together with the Audited Balance Sheet as at 31st March, 2014 and Profit & Loss Account for the year ended on that date.

FINANCIAL RESULTS (in Rupees)

Particulars Year Ending Year Ending 31st March, 31st March, 2014 2013

Sales 19,649,496 20,245,277

Total Income 32,016,928 33,150,602

Total Expenses 26955917 28599504

EBIDTA 5061011 4551098

Depreciation & amortization expenses 5,044,061 3,928,927

Interests _ _

Taxes 59,779 183,913

Net Profit/Loss After Tax (42,829) 438,259

No. of Equity Shares 60,00,000 60,00,000

EPS (0.01) 0.07

During the year under review, Company has 5 op- erational Branches Bandra, Andheri, Goa (Calungut Beach & Panjim) & Santacruz.

REPORT ON UTILIZATION OF IPO FUNDS DUR- ING THE YEAR

Particulars Amount

Funds raised from Public Issue (including share premium) 12,00,00,000

Less - Utilization of Funds

Medical Equipments, Computers & Other Assets 7,638,544

Inter Corporate Deposits 57,500,000

Working Capital 50,370,148

IPO Expenses 4,231,517

Balance held as Cash & Cash Equivalents 259,791

DIVIDEND

In view of Loss incurred, directors do not recom- mend any dividend during the year under review.

DEMATERIALIZATION OF SHARES

In the year currently under review, the Company''s equity shares have been dematerialized to be traded in electronic form in the Depository systems oper- ated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Lim- ited (CDSL), Mumbai.

Further, the Company has appointed M/s Sharepro Services (I) Private Limited as the Registrar to the Company

SUBSIDIARIES

Presently, there is no subsidiary of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

Since there is no subsidiary of the Company at present, hence no consolidated financial statements have been prepared

PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any fixed deposits from the public.

PARTICULARS OF EMPLOYEES

Your Directors'' would like to place on record their deep appreciation of all employees for dedicated and sincere services rendered by them.

The Statement of employees required under Sec- tion 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amend- ment Rules, 1975 is not annexed, as there is no employee drawing salary exceeding the present lim- its as provided under the Act i.e. drawing monthly remuneration exceeding Five Lakh Rupees and an- nual remuneration exceeding Sixty Lakh Rupees.

PARTICULARS OF CONSERVATION OF EN- ERGY, TECHNOLOGY ABSORPTION & FOR- EIGN EXCHANGE EARNING AND OUTGO

The provisions of Section 217 (1) (e) of the Com- panies Act, 1956 and the Companies (Disclosure of Particulars in the report of Board of Directors'') Rules, 1988 regarding conservation of energy and technology absorption are not applicable. Therefore the information relating to conservation of energy or technology absorption etc is not given. The for- eign exchange earnings and outgo during the year are as follows:

Foreign Earnings : NIL Foreign Outgo: Rs. 22491/-

AUDITORS

M/s S. D. MOTTA & ASSOCIATES, Statutory Audi- tors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company. In place of them M/s. KRIPLANI MILANI & CO., Chartered Accountants, Mumbai (Firm Registration No. 130461W) be and are hereby appointed as Statutory Auditors of the Company for a term of five consecutive years. The Board of Directors and the Audit Committee recommend their appointment for the ensuing year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Direc- tors'' Responsibility Statement, the Directors hereby confirm that:-

(i) In the preparation of the annual accounts for the year ended March 31,2014, the applicable Accounting Standards have been followed and proper explanations were provided for mate- rial departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are rea- sonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit and loss of the Company for that period.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate account- ing records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevent- ing and detecting fraud and other irregularities;

(iv) The Directors had prepared the annual accounts

for the financial year ended March 31, 2014, on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 52 of the Listing Agree- ment to be entered into with Bombay Stock Ex- change Ltd., Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Directors Report.

CORPORATE GOVERNANCE

The Company''s Equity Shares got listed on May 30, 2012 on SME platform of BSE Ltd. (BSE). A detailed report on the Corporate Governance in compliance with Clause 52 of the Listing Agreement is presented as a part of the Annual Report. A Cer- tificate from the Auditor on the compliance with Cor- porate Governance requirements by your Company is attached to the Report on Corporate Governance.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance re- ceived from Shareholders, Bankers, regulatory bod- ies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment dis- played by all executives, officers and staff, result- ing in successful performance of the Company dur- ing the year.

By Order of the Board For Looks Health Services Limited

Sd/-

Pritesh Doshi Director DIN:05155318

Date: 02.09.2014 Place: Mumbai

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Mar 31, 2013

Dear Shareholders,

The directors have pleasure in presenting the 2nd Annual Report of the Company along with Audited Financial Results for the year ended 31st March 2013.

1. FINANCIAL HIGHLIGHTS -

The working results of the company for the year stand as under -

(Amt. in Rs.)_

PARTICULARS For the year ended For the year ended 31st March 2013 31st March 2012

Gross Income 33,150,602 1,499,600

Net Profit Net Loss Before Income Tax 622171 (4,500,951)

Provision for Income Tax 183913 (116,336)

Profit Loss after Tax 438258 (4,384,615)

Appropriation out of profit NIL NIL

Proposed Dividend NIL NIL

Transfer to General Reserve NIL NIL

Transfer to Special Reserve NIL NIL

Balance Carried to Balance Sheet 438258 (4,384,615)

During the year under review, Company had 5 operational branches at Bandra, Andheri, Delhi, Goa (Calungut Beach) & Dadar & one at Chembur was in process from April''2013. Further company has opened another branch in Goa at Panjim and same was operational from August''2013.

Since Company was not operational for full year in previous year and hence comparison of current years financials with previous years will not be possible. Still Company could break even during the year under review & earn a nominal profit of Rs.4.38 Lacs during the year.

Report on Utilization of IPO Funds during the year

Particulars Amount (In Rs.)

Funds raised from Public Issue (including share premium) 12,00,00,000/-

Less - Utilization of Funds

Medical Equipments, Computers & Other Assets 54,27,366/-

Working Capital 78,35,957/-

New Branch Off. Deposit & BSE IPO Deposit 16,80,000/-

Inter Corporate Deposits given (Temporary) 9,75,00,000/-

IPO Expenses 42,31,517/-

Balance held as Cash & Cash Equivalents 33,25,160/-

2. CORPORATE GOVERNANCE

Report on Corporate Governance along with the Management Discussion & Analysis Statement & Auditors Com- pliance Certificate is included as a part of this report.

3. DIVIDEND

Considering the expansion plans & in order to conserve resources for future, directors do not recommend any dividend during the year under review.

4. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Separate Management''s Discussion & Analysis Report, which is enclosed, forms part of this report.

5. DIRETORS

In accordance with the provision of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Prashant R. Vikram & Mr. Dhruvaprakash Shetty retire by rotation at this Annual General Meeting and being eligible offer themselves for reappointment.

6. AUDITORS

M/s. S.D.MOTTA & ASSOCIATES , Chartered Accountants, who were appointed as Statutory Auditors of the Company to hold office till the conclusion of this Annual General Meeting and being eligible are recommended for re-appointment.

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act11956, Directors confirm -

(1) That in preparation of annual accounts the applicable accounting standards has been followed along with proper explanation relating to material departures.

(2) That they have selected such accounting policies & applied them consistently & made judgments & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of company at the end of financial year & of profit & Loss Account of the company for that period.

(3) That they have taken proper 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 & detecting fraud & irregularities.

(4) That they have prepared the annual accounting ongoing concern basis.

8. PUBLIC DEPOSIT

During the year 2012-13 the company has not accepted or invited any deposits from the public.

9. PARTICULARS OF EMPLOYEES

The particulars that are required under section 217 (2A) of the Companies Act, 1956 are not applicable to the Company as no employee is paid remuneration above Rs.5 Lac p.m.

11. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The particulars which are required under section 217(l)(e) of the companies Act 1956, are not applicable to the Company. Company''s earnings in Foreign Exchange are to the tune of Rs. Nil and outgoing are US$ 1670 (Rs. 91783/-) for FY2012-13 (For Purchase of Imported Medical Equipments).

11. ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the encouragement and co-operation received by the company from the bankers, government authorities, Securities & Exchange Board of India. Directors also wish to place on record their deep appreciation for the work done by the employees. Your Directors are particularly grateful to you for your continued support, understanding encouragement.

FOR & ON BEHALF OF THE BOARD

FOR LOOKS HEALTH SERVICES LTD.



Sd/-

PLACE : MUMBAI (MR. PRASHANT VIKRAM)

DATE : 30/05/2013 CHAIRMAN