Anondita Medicare Ltd Directors Report

Dear Members,

Your directors have pleasure in presenting the 1^st Annual Report together with the Audited Statement of Accounts of your Company for the financial Year ended March 31, 2024.

1. FINANCIAL SUMMARY:

The Companys financial performance for the financial year ended March 31, 2024: (Amount in Rs.100)

Particulars	Year ended March 31, 2024
Revenue from Operations	-
Other Income	-
Total Income	-
Less: Total Expenditure	38000
Profit Before Tax	(38000)
Less: Current Tax	-
Deferred Tax	-
Income Tax earlier years	-
Profit For The Year	(38000)

2. STATE OF AFFAIRS / HIGHLIGHTS:

During the period company dont achieved any Sales due to not start any business. There is no any type of income in the financial Year 2023-24.

3. The Change In The Nature Of Business

The Company is engaged in the business of healthcare products. There has been no change in the business of the Company during the financial year ended 31 st March. 2024.

4. TRANSFER TO RESERVE:

The Board of Directors of your company has decided not to transfer any/S?hount to the Reserves for the financial year under review. /

4. DIVIDEND

The company has not earned profit. Dividend not declared due to loss for the financial year ended 31^sl march, 2024.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act. 2013 do not apply as Company didnt declared any dividend since incorporation.

6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

During the Current Financial year, the company is plaining to debut in the primary market via introducing an Initial Public Offer (IPO) and accordingly, after closure of Reporting Financial Year, the Company had decided to issue equity shares to certain investors, in line with the Companys strategic goals, to raise capital for the Companys expansion and operational needs.

During the Current Financial year, Company become the holding company of the "Anondita Healthcare and Rubber Products India Private Limited" by purchase the shares of the company as on l^sl April, 2024.

There is no other material changes and commitment Which is affecting the financial position of the company

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

No such orders have been passed by any authority.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) Conservation of Energy:

The activities of the Company are not energy intensive. Necessary steps have already been taken to conserve the energy.

(B) Technology absorption:

The company engaged in the field of healthcare products. Hence the company has not absorbed any technology.

(C) Foreign Exchange Earnings / Outgo:

There were no foreign exchange earnings or outflow during the year.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

10. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

11. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013

There was no loan, guarantee or investment made by the Company under Section 186 of the Companies Act, 2013 during the year under review and however the said provision is not applicable.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There is no transactions entered into with the related parties during the financial year ended 31^st March, 2024.

13. EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND IN THEIR REPORTS

There was no qualification, reservations or adverse remarks made by the Auditors in their report.

14. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The provisions relating to submission of Secretarial Audit Report is not applicable to the Company.

15. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

During the Financial year 31^st March, 2024, the company is not covered under sub-section (1) of section 178.

Later on. Company is plaining to debut in the primary market via introducing an Initial Public Offer (IPO) and accordingly, the clause under sub-section (1) of section 178 become applicable. However, the Company has formulated the NRC and its policy after closure of Reporting Financial Year.

Also appoint the Managing Director, Whole time Directors, Independent Directors in its Board and Other KMP(s) in the company in accordance with the provisions of Section 203 of the Companies Act, 2013 and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as follow:

Name of Director/ KMP	Designation	Date of Appointment
Mr. Anupam Ghosh	Managing Director	15/05/2024
Mr. Reshant Ghosh	Whole Time Director	15/05/2024
Ms. Sonia Ghosh	Whole Time Director	15/05/2024
Ms. Nishi Goel	Independent Director	15/05/2024
Mr. Gaurav Kumar	Independent Director	29/06/2024
Mr. Lakhinder Singh	Non-Executive Director	29/06/2024
Ms. Sunita Naithani	Chief Financial Officer	15/05/2024
Ms. Nutan Agrawal	Company Secretary	15/05/2024

16. MEETINGS OF BOARD OF DIRECTORS:

Two (2) Board Meetings were held during the Financial Year 2023-2024. The agenda and Notice for the meetings were prepared and circulated in advance to the Directors. The intervening gap between the meetings was within the time period prescribed under the Companies Act, 2013.

17. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

18. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act. 2013 the Board hereby submit its responsibility Statement:—

(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 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 and loss of the company for that period;

(c) 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) 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.

19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has not any Subsidiary. Joint venture or Associate Company during the Financial Year ended 31^st March. 2024.

As on 1^st April, 2024 Company enter into the Share Purchase agreement with the Group Company "Anondita Healthcare and Rubber Products India private Limited" Hence created the Holding and Wholly Owned Subsidiary relationship with the ‘‘Anondita Healthcare and Rubber Products India private Limited" from l^sl April, 2024.

Later on ‘Anondita Healthcare and Rubber Products India private Limited" convert into Subsidiary from Wholly Owned Subsidiary due to issue and allotted new shares to certain Investors Via preferential Issue of the company.

20. DIRECTORS

There has not been change in the constitution of the Board of Directors during the year under review. The First Director of the company are following:

Directors Name	DIN	Date of Appointment
Mr. Anupam Ghosh	02675517	12/03/2024
Ms. Sonia Ghosh	02717906	12/03/2024
Mr. Reshant Ghosh	08632812	12/03/2024

21. DEPOSITS

The Company has neither accepted nor renewed any deposits covered under Chapter V of the Companies Act, 2013 during the year under review.

22. DECLARATION OF INDEPENDENT DIRECTORS

The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to our Company during the Financial Year ending 31^st March. 2024.

Later on, Company is plaining to debut in the primary market via introducing an Initial Public Offer (IPO) and however, Company is complied with the provision of Section 149 pertaining to the appointment of Independent Directors and appoint the Independent Directors as follow:

Name of Director/ KMP	Designation	Date of Appointment
Mr. Gaurav Kumar	Independent Director	29/06/2024
Ms. Nishi Goel	Independent Director	15/05/2024

23. STATUTORY AUDITORS

M/s Jain Chopra & Company, Chartered Accountants (having FRN: 002198N) appointed as first statutory auditor of the company as on 9^th April, 2024 for holding statutory audit for the period from 12^th March, 2024 to 31^sl March, 2024, The Board has recommend him for reappointment for further period of 5 years to conduct the Statutory audit from 1^st April, 2024 till 31^st March, 2029.

The Notes to Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments. The Auditors report does not contain any qualification, reservation or adverse remark.

24. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (121 OF SECTION 143 OTHER THAN THOSE REPORTABLE TO THE CENTRAL GOVERNMENT

During the financial year under review, no such fraud was reported.

25. MAINTENANCE OF COST RECORD

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company

26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Management has put in place effective Internal Control Systems to provide reasonable assurance for:

• Safeguarding Assets and their usage.

• Maintenance of Proper Accounting Records and

• Adequacy and Reliability of the information used for carrying on Business Operations.

27. LOAN FROM BANKS

During the end of Financial year, company not apply for loan from any the Banks or Financial Institutions however rule 8, in sub-rule (5) of the Companies (Accounts) Amendment Rules, 2021 not applicable on the company.

28. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAD ACT. 2013

During the reporting financial year, the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Rcdrcssal) Act, 2013 is not applicable, however, after closure of the Financial Year, as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Act) and rules made there under, your Company has adopted a Sexual Harassment Policy for women to

ensure healthy working environment without fear of prejudice, gender bias and sexual harassment.

The Board states that there were no cases or complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Rcdressal) Act, 2013 during the period after closure of the financial year till the date of the approval of the Board Report.

29. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

.The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2 013 is not applicable to the Company during the FY 2023-24.

Later on, Company is plaining to debut in the primary market via introducing an Initial Public Offer (IPO) and however company complied with the provisions of Section 177 of the Companies Act, 2013 and Constitute the Audit Committee as on 18^th August, 2024

30. A.NY PROCEEDING PENDING UNDER THE INSOLVENCY AM) BANKRUPTCY CODE, 2016 131 OF 2016)

During the year, neither any application has been made nor are any proceedings initiated against and/or by the Company under the Insolvency and Bankruptcy Code. 2016.

31. SHARES

A. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

B. SWEAT EQUITY

The Company has not issued any Sw-eat Equity Shares during the year under review.

C. BONUS SHARES

The Company has not issued any Bonus Shares during the year under review.

D. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees during the period under review.

32. CORPORATE GOVERNANCE:

The Company has adopted best corporate practices and is committed to conducting its business in accordance with the applicable laws, rules and regulations. The Companys Corporate Governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of Integrity in decision making

33. ANNUAL RETURN

An Annual Return of your Company as referred in sub-section (3) of section 92 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, will be available on the website of the Company and the web link of the same is www.anonditamedicare.com

34 Nomination And Remuneration Committee

During the reporting Financial year, the provision of Section 178 is not applicable to your company, however, in the current financial year, your Company has constituted Nomination and Remuneration Committee in accordance with the provisions of Section 178 of Companies Act, 2013 and accordingly, the Committee presently consist three Directors which are Non-Executive Independent Directors of the Company.

The Company Secretary of your Company will act as the Secretary of the Committee.

Further, the detail Composition of the Nomination and Remuneration Committee is given belgw: -

S.no.	Name of Director	Nature of Directorship
1	Mr.Gaurav Kumar	Chairman (Independent Director)
2	Ms. Nishi Goel	Member (Independent Director)
3	Mr. Lakhinder Singh	Member (Non-Executive Director)

STATEMENT BY THE BOARD WITH REGARD TO l.MECRlTV. EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

During the reporting financial year, the Board docs not consist of any independent Director in its Board. However, during the current financial year, your Board has appointed certain Independent Directors and Your Board of Directors is satisfied about the Integrity, Expertise and Experience including proficiency of the Independent Directors has been appointed during the financial year under review in the Board of Directors of the Company.

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

Your Company has not made any settlement with the Banks and Financial Institutions. Therefore, there is nothing to report under this for the financial year under review.

37 ACKNOWLEDGEMENT

Your diicctors place on the record their appreciation of the Contribution made by employees, consultants at all levels, who with their competence, diligence, solidarity, co-operation and support have enabled the Company to achieve the desired results.

The boaid of Directors gratefully acknowledge the assistance and co-operation received from the Central and State Governments Departments, Shareholders and Stakeholders.