Sakar Healthcare Ltd Directors Report

DIRECTORS REPORT

The Members,

Sakar Healthcare Limited,

Your Directors have pleasure in presenting the 21^st ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2024-25 ended 31^st March, 2025.

1. FINANCIAL RESULTS AND OPERATIONS:

				(Rs. in lakh)
Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operation and other Income	17889.74	15652.88	17889.74	15652.88
Profit before Interest and Depreciation	5094.45	4154.06	5094.45	4154.06
Less: Finance cost	853.50	759.05	853.50	759.05
Profit before Depreciation	4240.95	3395.01	4240.95	3395.01
Less: Depreciation	2088.22	1805.04	2088.22	1805.04
Profit before Taxation	2152.73	1589.97	2152.73	1589.97
Less: CurrentTax	366.03	273.65	366.03	273.65
Less: Deferred Tax	402.53	422.88	402.53	422.88
(Add): MAT credit entitlement	(366.03)	(273.65)	(366.03)	(273.65)
Profit for the year	1750.20	1167.09	1750.20	1167.09

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1^st April, 2025 and date of this report.

During the year under review, the Company achieved turnover of Rs. 17758.47 lakh as compared to Rs. 15335.17 lakh during 2023-24. The Company earned profit before interest, depreciation and tax of Rs. 5094.45 lakh during as compared to Rs. 4154.06 lakh during 2023-24. After providing for interest, depreciation and taxes, the net profit for the year under review stood at Rs. 1750.20 lakh as compared to Rs. 1167.09 lakh during 2023-24.

2. DIVIDEND:

With view to conserve the financial resources for the future requirement of the Company, the Board of Directors has not recommended any dividend for the year.

3. ALLOTMENT OF EQUITY SHARES ON PREFERENTIAL BASIS :

The Company has allotted 2,00,000 Equity Shares (upon conversion of Warrants into equal number of Equity Shares) of Rs. 10/- each at a premium of Rs. 374/- per share to Promoters on 27^th December, 2024 in compliance with the provisions and guidelines under the Companies Act, 2013 and SEBI Regulations. The Company also obtained approval of National Stock Exchange of India Limited (NSE) for Listing & Trading of the said Equity Shares in due course of time.

The disclosure as required under Regulation 32(7A) of SEBI LODR Regulations, 2015 is as under:

Date of Raising Funds	27th December, 2024
Amount Raised	Rs. 5,76,00,000/-
Monitoring Agency	Not applicable
Is there a Deviation/Variation/Modification in use of funds raised	No

Objects for which funds have been raised:

Original Object	Funds raised on 27.12.2024	Funds Utilised till 31.12.2024	Funds Utilised till 31-03-2025 & as on date of this report
	(Rs.)	(Rs.)	(Rs.)
Repayment/ prepayment of all or a portion of certain borrowings from State Bank of India availed by our Company	1,45,35,000	1,45,35,000 (100% utilized)	N.A.
Capital expenditure for Procurement of Lipid Complex Injections Machinery and Equipments/ Utilities with electrification for Oncology unit	3,90,65,000	NIL	3,90,65,000 (100% utilized)
General corporate purposes	40,00,000	40,00,000 (100% utilized)	N.A.

- On 17^th June, 2025, the Company allotted 3,00,000 Equity Shares (upon conversion of Warrants into equal number of Equity Shares) of Rs. 10/- each at a premium of Rs. 374/- per share to Non-Promoters in compliance with the provisions and guidelines under the Companies Act, 2013 and SEBI Regulations. The Company has made necessary listing application to National Stock Exchange of India Limited (NSE) which is under active consideration of NSE.

The disclosure as required under Regulation 32(7A) of SEBI LODR Regulations, 2015 is as under:

Date of Raising Funds	17th June, 2025
Amount Raised	Rs. 8,64,00,000/-
Monitoring Agency	Not applicable
Is there a Deviation/Variation/Modification in use of funds raised	No

Objects for which funds have been raised:

Original Object	Funds raised on 17.06.2025	Funds Utilised till 30.06.2025	Funds Utilised till date of this report
	(Rs.)	(Rs.)
Repayment/ prepayment of all or a portion of certain borrowings from State Bank of India availed by our Company	1,54,65,000	1,54,65,000 (100% utilized)	1,54,65,000
Capital expenditure for procurement of Lipid	7,09,35,000	1,84,56,064	1,84,56,064.
Complex Injections Machinery and Equipments/ Utilities with Electrification for Oncology unit

Post allotments of Equity Shares as aforesaid, the paid-up Capital of the Company stood at Rs. 22,24,99,100/- divided into 2,22,49,910 Equity Shares Equity Shares of Rs.10/- each as on date of this report.

After the aforesaid conversions, no outstanding warrants left for conversion as on the date of this report.

4. SHARE CAPITAL:

There have been no changes in Authorised Share Capital of the Company during the period under review. The Authorised Share Capital of the Company as on 31^st March, 2025 was Rs. 25.00 Crore.

During the fiscal 2025, the Company allotted 2,00,000 Equity Shares of Rs. 10/- each at a premium of Rs. 374/- per share to Promoters on 27^th December, 2024 pursuant to conversion of Warrants into Equity shares as stated above. Post allotment, the paid-up Share Capital of the Company as on 31^st March, 2025 was Rs. 21.94 Crore.

As on 31^st March, 2025, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

5. RESERVES:

The Company does not propose to transfer any amount to General Reserves.

6. DEMATERIALISATION OF EQUITY SHARES:

All the Equity Shares of the Company are in dematerialised form with either of the depository viz. NSDL and CDSL. The ISIN allotted to the Company for Equity shares is INE732S01012.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT:

7.1 One of your Directors viz. Mr. Sunil Marathe (DIN: 08777180) retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers himself for reappointment.

7.2 At the 20^th Annual General Meeting of the Company held on 21^st September, 2024:

- Mr. Sanjay S. Shah (DIN: 01515296) was re-appointed as Managing Director of the Company w.e.f. 1^stDecember, 2024 for a period of 3 years; and

- Mr. Aarsh S. Shah (DIN: 05294294) was re-appointed as Joint Managing Director of the Company w.e.f. 1^st December, 2024 for a period of 3 years.

7.3 The Board in their meeting held on 25^th July, 2025, based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of members/shareholders of the Company, has appointed Ms. Megha Samdani (DIN: 08956059), Ms. Reeya Kothari (DIN: 10312461) and Ms. Hiral Patel (DIN: 09719512) as Non-Executive Independent Directors of the Company w.e.f. 25^th July, 2025 for a period of 5 years.

7.4 The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act. The Independent Director shall enroll his/her name in the Databank, being maintained by Indian Institute of Corporate Affairs to qualify as an Independent Director. The enrollment of Independent Directors has been completed and they have furnished the declaration affirming their compliance to the Board with the provisions contained under sub rule 1 & 2 of Rule 6 of Companies (Appointment & Qualification of Directors) Rules.

7.5 Brief profile of the Directors who are being appointed or re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in the notice for the forthcoming AGM of the Company.

7.6 The Board of Directors duly met 6 times during the financial year under review.

7.7 Formal Annual Evaluation:

The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its Committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.

7.8 DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that 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 31^st March, 2025 being end of the financial year 2024-25 and of the profit of the Company for the year;

(iii) That the Directors had taken proper and sufficient care for 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;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) the Directors, had laid down internal financial controls to be followed by the Company and that 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.

7.9 The Board in their meeting held on 25^th July, 2025, appointed following personnel as Senior Management Personnel:

- Appointments of Mr. Sudhir Ghule as Chief Operating Officer (COO) of the Company

- Appointment of Mr. Raviraj Karia as Senior Vice President (Finance & Accounts) of the Company; and

- Appointment of Mr. Nimesh Suthar as Senior Vice President (International Business) of the Company.

8. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

9. MANAGERIAL REMUNERATION:

Sr. No. Name of the Director & Designation	Remuneration for the year 2024-25 (Rs. In Lakh)	% increase over last year	Parameters	Median of Employees Remuneration	Ratio	Commission received from Holding/ Subsidiary
1 Sanjay S. Shah Managing Director	72.00	50%	Higher responsibility and time involvement	492000	14.63%
2 Aarsh S. Shah Joint Managing Director	60.00	67%	Higher responsibility and time involvement	492000	12.20%
3 Sunil Marathe Whole time Director- Technical	32.25	169%	Higher responsibility and time involvement	492000	6.55%

The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. The Relationship of remuneration to performance is clear and meets appropriate performance benchmarks. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

The Nomination and Remuneration Policy is available on the Companys website www.sakarhealthcare.com

10. KEY MANAGERIAL PERSONNEL:

10.1 % INCREASE IN REMUNERATION OF DIRECTORS AND KMP:

Sr. No.	Name of the Director & KMP	Designation	Percentage (%) Increase (If any)
1.	Sanjay S. Shah	Managing Director	50%
2.	Aarsh S. Shah	Joint Managing Director	67%
3.	Sunil Marathe	Wholetime Director - Technical	169%
4.	Dharmesh R. Thaker	CFO	37.50%
5.	Bharat Soni	Company Secretary	Nil

10.2 COMPARISON BETWEEN REMUNERATION OF KMP & PERFORMANCE OF THE COMPANY:

As per the Remuneration Policy and based on the Recommendation of Nomination & Remuneration Committee the Relationship of remuneration to KMP & performance of Company is clear and meets appropriate performance benchmarks.

11. PERSONNEL AND H. R. D.:

11.1 INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

The number of Employees of the Company is 342. The relationship between average increase in remuneration and Companys performance is as per the appropriate performance benchmarks and reflects short and long term performance objectives appropriate to the working of the Company and its goals.

11.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

12. PARTICULARS OF LOANS, GUARANTEES, INVESTMENT& SECURITIES PROVIDED:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Auditors Report.

13. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT& SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Auditors Report.

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

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

The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure- A.

15. CORPORATE GOVERNANCE AND MDA:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance, Management Discussion and Analysis (MDA) and a certificate regarding compliance with the conditions of Corporate Governance are appended to the Annual Report as Annexure - B.

16. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure - C.

There are no remarks/qualification in the Secretarial Audit Report, hence no explanation has been offered.

Based on the recommendation of the Audit Committee, in terms of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of Directors has recommended the appointment of M/s. Nishant Pandya & Associates, Practising Company Secretaries (Firm Registration No.S2019GJ700100) as Secretarial Auditors of the Company for a term of five (5) consecutive years to conduct the Secretarial Audit of five consecutive financial years commencing from financial year 2025-26 to 2029-30, for approval of shareholders/members of the Company.

The Company has obtained consent from M/s. Nishant Pandya & Associates, Practising Company Secretaries to the effect that their appointment as Secretarial Auditors of the Company for period of 5 years i.e. for the Financial Years 2025-26 to 2029-30, if made, will be in accordance with the provisions of Section 204 of the Companies Act, 2013.

The Shareholders/members are requested to consider and approve the appointment of the Secretarial Auditors of the Company.

17. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on 31^st March, 2025 is available on the Companys website www.sakarhealthcare.com.

18. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate Governance Report.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per provisions of 135 of the Companies Act, 2013 and Rules made thereunder, the Company has constituted a CSR Committee of Directors consisting of Mr. Sanjay S. Shah, Chairman, Mr. Aarsh S. Shah and Mr. Prashant C. Srivastav, as members and has laid down a CSR policy.

Some of the core areas identified by the Committee are Education, Health, Environment, women empowerment, Animal Welfare, Hungeretc.

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY:

As per Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014 the Annual Report on Corporate Social Activities has been attached herewith as Annexure -D.

20. GENERAL:

20.1 AUDITORS:

STATUTORY AUDITORS:

The present Auditors of the Company M/s. J S Shah & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 132059W), were appointed as Statutory Auditors of the Company at the 18^th Annual General Meeting for a period of 5 years i.e. for financial years 2022-23 to 2026-27. They continue to hold office as Statutory Auditors till the conclusion of 23^rd AGM to be held in the year 2027.

The remarks of Auditor are self explanatory and have been explained in Notes on Accounts.

COST AUDITORS:

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company has been carrying out audit of cost records every year.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. Dalwadi& Associates, Cost Accountants, (Firm Registration Number 000338) as Cost Auditor to audit the cost accounts of the Company for the financial year 2025-26.

As required under the Companies Act, 2013, a resolution seeking Shareholders approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

20.2 INSURANCE:

The Companys properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, machinery breakdown etc.

20.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue deposits.

20.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole.

The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company.

20.5 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Associate/JVs.

The Company has a Subsidiary namely Sakar Oncology Private Limited. Further, a statement containing the salient feature of the financial statement of Subsidiary company under the first proviso to sub-section (3) of section 129 is appended as Annexure - E. Apart from this, the Company does not have any Subsidiary.

20.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

20.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There have been no significant and material orders passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

20.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

20.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company 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. During the year under review, the Company did not receive any complaint as under:

a. Number of complaints received during the year	Nil
b. Number of complaints disposed off during the year	Nil
c. Number of cases pending for more than 90 days	Nil

20.10 GRATUITY:

The Company has made necessary provisions for the payment of Gratuity.

20.11 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

20.12 SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company.

20.13 There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

20.14 There was no instance of onetime settlement with any Bank or Financial Institution.

20.15. With respect to the loans advanced by the Directors to the Company, the Company has received necessary declarations from Directors that the said loan is not given out of funds acquired by them by borrowing or accepting loans or deposits from others.

20.16 No agreements have been entered/executed by the parties as mentioned under clause 5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 which, either directly or indirectly effect/impact the Management or Control of the Company or impose any restriction or create any liability upon the Company.

21. INSIDER TRADING POLICY:

As required under the Insider Trading Policy Regulations of SEBI, your Directors have framed and approved Insider Trading Policy for the Company i.e. ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and ‘Code of Conduct for Regulating Monitoring and Reporting of Trading by Designated Persons/Insiders. The Policy is available on the companys website.

22. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

23. DISCLOSURES:

The Company has not entered into any transaction of material nature with the Promoters, the Directors or the Management that may have any potential conflict with the interest of the Company.

24. FINANCE:

24.1 The Company has availed financial assistance in form of Term Loans and Working Capital from State Bank of India.

24.2 The Companys Income tax Assessment has been completed upto the Assessment Year 2020-21.

25. DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961:

The Company is in compliance of the provision of Maternity Benefit Act, 1961 to the extent applicable.

26. ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and co operation extended by Banks, Government Authorities, Shareholders, Suppliers and Customers.

Your Directors also wish to place on record their appreciation of the contribution made by the employees at their levels towards achievements of the Companys goals.

Registered Office	For and on behalf of the Board of
Block No. 10/13, Village: Changodar,	Sakar Healthcare Limited,
Sarkhej- Bavla Highway,	[CIN: L24231GJ2004PLC043861]
Tal: Sanand, Dist: Ahmedabad -382 213	Sanjay S. Shah	Aarsh S. Shah
Date : 25th July, 2025	Chairman & Managing Director	Jt. Managing Director
	DIN:01515296	DIN: 05294294