Sangani Hospitals Ltd Directors Report

To

The Members,

SANGANI HOSPITALS LIMITED

Your Directors have pleasure in presenting the Fourth Annual Report of the Company together with the Audited Financial Statement(s) of the Company for the year ended March 31, 2025.

1. Financial Summary and Highlights:

(Rupees in lakhs)

Particulars	Consolidated		Standalone
	2024 2025	2023 2024	2024 2025	2023 2024
Gross Income	2279.18	1652.01	1836.97	1305.09
Purchases of Stock in trade	1013.33	731.31	579.19	396.47
Increase/Decrease in Stock	-35.14	-19.00	-37.74	-22.51
Employee Benefit Expense	401.67	320.41	399.81	316.86
Finance Cost	-	-	-	-
Depreciation	59.55	28.51	59.36	28.40
Other Expenses	493.60	227.50	490.08	222.66
Total Expenditure	1933.01	1288.73	1490.70	941.88
Profit before tax	346.17	363.29	346.27	363.22
Less:
Current Tax	69.10	68.01	69.10	68.01
Excess/Short Provision for Tax	-	0.43	-
Deferred Tax	17.69	25.16	17.69	25.16
Profit after tax	259.38	269.69	259.48	269.61
EPS	1.88	1.96	1.88	2.17

Standalone:

Sales and Other Income for the year ended March 31, 2025 amounted to Rs. 1,836.97 Lakhs as against Rs. 1,305.09 Lakhs in the previous Financial Year. Net Profit for the year under review was Rs. 259.48 Lakhs as against Rs. 269.61Lakhs in the previous Financial Year.

Consolidated:

Pursuant to the provisions of section 129 and 134, 136 of the Companies Act, 2013 read with Rules made thereunder and pursuant to Regulation 33 od SEBI (LODR) Regulations, 2015, your Company had prepared consolidated financial statements of the Company and its subsidiary entity Ankur Distributors.

Sales and Other Income for the year ended March 31, 2025 amounted to Rs. 2,279.18 Lakhs as against Rs. 1,652.01 Lakhs in the previous Financial Year. Net Profit for the year under review was Rs. 259.38 Lakhs as against Rs. 269.69 Lakhs in the previous Financial Year.

2. Change in the Nature of Business:

During the year there was no change in main business activity and adopted following main business activity.

3. Share Capital:

Authorised Capital of the Company:

During the year under review, the Authorised Share Capital of the Company was increased from Rs. 10,00,00,000/- (Rupees Ten Crore) divided into 1,00,00,000 (One Crore) Equity Shares of Rs.10/- each to Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs.10/- each by creation of additional 1,00,00,000 (One Crore) Equity Shares of Rs.10/- and altered Share Capital Clause contained in the Memorandum of Association of the Company.

Paid up Capital of the Company:

The paid-up Capital of the Company was Rs. 9,98,49,900/- divided into 99,84,990 Equity Shares of Rs. 10/- each. During the year Company had issued 37,92,000 Equity Shares of Rs.10/- each through Initial Public Offer.

4. Dividend:

The Directors have not recommended dividend on equity shares for the year under review.

5. Subsidiary Companies and Joint Venture:

Your Company has one Subsidiary Entity, namely "Ankur Distributors". The company had acquired 95% ownership of Ankur Distributors with effect from April 01, 2022 by way of Supplementary Partnership Deed dated January 01, 2022.

Pursuant to Section 129(3) of the Act and AS 110 issued by Institute of Chartered Accountants of India, consolidated financial statements presented by the Company include the financial statements of its subsidiaries.

Further, a separate statement containing the silent features of the financial statements of subsidiaries of the Company in the prescribed form AOC 1has been disclosed in Annexure I.

The Financial Statements, as required, of the subsidiary entity shall be available on website of the Company at www.snaganihospitals.com

6. Policy on Directors appointment and remuneration:

The Nomination and Remuneration Committee is entrusted with the responsibility of identifying and ascertaining the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommending their appointment for the consideration of the Board.

The Company has drawn up Nomination and Remuneration policy in line with the requirement of Section 178 of the Companies Act, 2013. The Policy inter alia provides that a person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient/ satisfactory for the concerned position. Details of the policy are available on the Companys website www.snaganihospitals.com.

7. Vigil Mechanism / Whistle Blower Policy:

The Company has a Vigil Mechanism cum Whistle Blower Policy (Vigil Mechanism) in place. The Vigil Mechanism is a system for providing a tool to the employees of the Company to report

violation of personnel policies of the Company, unethical behaviour, suspected or actual fraud, violation of code of conduct. The Company is committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization.

The Policy provides for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Board of Directors affirm and confirm that no employee of the Company has been denied access to the Committee. Details of the Vigil Mechanism are available on the Companys website www.snaganihospitals.com.

8. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace:

The Company is committed to provide a healthy environment to all employees and thus does not tolerate any sexual harassment at workplace. The Company has in place, "Policy on Prevention, Prohibition and Redressal of Sexual Harassment." The policy aims to provide protection to employees at the workplace and preventing and redressing complaints of sexual harassment and it covers matters connected or incidental thereto.

The Company has not received any complaint of sexual harassment during the financial year 2024-2025.

9. Adequacy of Internal Financial Controls with reference to the Financial Statements.

The Company has devised appropriate systems and framework for adequate internal financial controls with reference to financial statements commensurate with the size, scale and complexity of its operations including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audit framework, risk management framework.

The Audit Committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements. In case weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls.

Further, the Board annually reviews the effectiveness of the Companys internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company.

A report of the Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is included in the Auditors Report.

10. Directors Responsibility Statement:

The Board of Directors of the Company confirms:

(I) that in the preparation of the annual accounts for the year ended 31 st March 2024 the applicable Accounting Standards have been followed.

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review.

(iii) that the Directors have taken proper and sufficient care for the 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 have prepared the annual accounts for the year ended 31 st March 2024 on a going concern basis.

(v) that the Directors have laid down internal financial control and that such internal financial control are adequate.

(vi) that the Directors have devised proper system to ensure compliance with the Provisions of all applicable laws.

11. Directors And Key Managerial Personnel:

The Directors and Key Managerial Personnel of the Company are summarized below:

Name	Designation	DIN
Mr. Ajaykumar Natavarlal Sangani	Managing Director	06718085
Mr. Rajeshkumar Natvarlal Sangani	Whole Time Director	09394928
Mr. Kamalkumar Natavarlal Sangani	Whole Time Director	08175027
Ms. Gopiben Kamalkumar Sangani	Additional Director	11258421
Mr. Dharmesh Jaysukhlal Vithalani	Independent Director	09436205
Mr. Jagdishbhai Ukabhai Yadav	Independent Director	09436147
Mr. Shailesh Maganlal Bhimani	Independent Director	09814349
Mr. Vishal Gourishankar Joshi	Independent Director	09435689
Ms. Chandni Ajaykumar Sangani	Chief Financial Officer	-
Mr. Gaurav Sureshbhai Patadia	Company Secretary & Compliance Officer	-

No changes took place in the Board of Directors and Key Managerial Persons before the date of this report.

Family Relationship between the Directors

Except as stated below, none of the Directors of our Company are related to each other as per section 2(77) of the Companies Act, 2013.

Name	Relationship
Dr. Ajaykumar Sangani, Dr. Rajeshkumar Sangani and Kamalkumar Sangani	Dr. Ajaykumar Sangani, Dr. Rajeshkumar Sangani and Kamalkumar Sangani are brothers
Dr. Rajeshkumar Sangani and Dr. Vaishali Sangani	Dr. Rajeshkumar Sangani is husband of Dr. Vaishali Sangani

12. Number of Board Meetings:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Companys policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 5 (Five) times viz. May 29, 2024, September 2, 2024, November 11, 2024, December 12, 2024 and March 28, 2025.

Name	Designation	No. of Board Meeting eligible to attend	No. of Meetings attended	No. of Meeting in which absent
Mr. Ajaykumar Natavarlal Sangani	Managing Director	5	5	0
Mr. Rajeshkumar Natvarlal Sangani	Whole Time Director	5	5	0
Mr. Kamalkumar Natavarlal Sangani	Whole Time Director	5	5	0
Ms. Vaishali Sangani	Executive Director	5	5	0
Mr. Dharmesh Jaysukhlal Vithalani	Independent Director	5	5	0
Mr. Jagdishbhai Ukabhai Yadav	Independent Director	5	5	0
Mr. Shailesh Maganlal Bhimani	Independent Director	5	5	0
Mr. Vishal Gourishankar Joshi	Independent Director	5	5	0
Ms. Gopi Sangani	Additional Director	NA	NA	NA

13. Details of Committees of the Board:

At present, the Board has following three (3) Committees:

?€? Audit Committee

Our Company has formed the Audit Committee vide resolution passed in the meeting of Board of Directors held on May 01, 2023 as per the applicable provisions of the Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). The Audit Committee comprises of following members.

Name of the Directors	Designation	Designation in Committee
Mr. Vishal Joshi	Non-Executive Independent Director	Chairman
Mr. Jagdishbhai Yadav	Non-Executive Independent Director	Member
Mr. Kamalkumar Sangani	Whole Time Director	Member

?€? Nomination and Remuneration Committee

Our Company has formed the Stakeholders Relationship Committee as per Section 178 of the Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide board resolution dated May 01, 2023. The constituted Stakeholders Relationship Committee comprises of following members:

Name of the Directors	Designation	Designation in Committee
Mr. Dharmesh Vithalani	Non-Executive Independent Director	Chairman
Mr. Jagdishbhai Yadav	Non-Executive Independent Director	Member
Mr. Vishal Joshi	Non-Executive Independent Director	Member

?€? Stakeholders Relationship Committee

Our Company has formed the Nomination and Remuneration Committee as per Section 178 of the Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide board resolution dated May 01, 2023. The Nomination and Remuneration Committee comprises of following members:

Name of the Directors	Designation	Designation in Committee
Mr. Dharmesh Vithalani	Non-Executive Independent Director	Chairman
Mr. Ajaykumar Sangani	Managing Director	Member
Dr. Rajeshkumar Sangani	Whole Time Director	Member

The Composition of the Committees and relative compliances, are in line with the applicable provisions of the Companies Act, 2013 read with the Rules and Listing Regulations.

14. Annual Evaluation of Board Performance

Pursuant to the Provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors in their separate meeting who also reviewed the performance of the Board as whole.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure for the performance evaluation of the Board of Directors.

The Boards functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board Structure and Composition, effectiveness of Board process, information and functioning.

The Directors were evaluated on aspects such as attendance and contribution at Board Meeting and guidance/support to the management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on Key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement of all Board Members. Evaluation of Independent Directors was done by the Entire board.

15. Gender-wise Composition of Employees:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.

Male Employees: 103 Female Employees: 62 Transgender Employees: 0

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

16. Particulars of Loans, Guarantees and Investments:

Particulars of Loans & Investment as required under Section 186 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 are given in Notes forming part of Financial Statements. There is no Guarantees given during the year under review.

17. Particulars of contracts or arrangements with related parties:

The Company does have transactions with related party in terms of Section 188 of the Companies Act, 2013. Hence, the disclosure required to be provided under Section 134(3) (h) of the Companies Act, 2013, in Form AOC - 2 is applicable is furnished as Annexure II to this report.

The Disclosures as required under Accounting Standard - 18 (AS-18) "Related Party Disclosures" notified under Rule 7 of the Companies (Accounts) Rules, 2014 have been provided in the Notes forming part of the Financial Statements.

18. Declaration of Independent Directors:

The Independent Directors have submitted their disclosures/ declarations to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

19. Disclosures Relating to Remuneration of Directors, Key Managerial Personnel and Particulars of Employees:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ Employees of your Company is appended in Annexure III forming part of this Report.

20. Extract of Annual Return:

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in form MGT 7 will be available at website of the Company at www.sanganihospitals.com

21. Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and expenditures:

Informations as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given in Annexure- IV forming part of this Report.

22. Corporate Governance:

Since the Companys securities are listed on EMERGE SME Platform of NSE, Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are not applicable to the Company. Hence Corporate Governance does not form part of this Boards Report.

23. Management Discussion and Analysis Report:

A report in the form of Management Discussion and Analysis Report is annexed hereto as Annexure V and forms part of this Report.

24. Directors and Key Managerial Personnel:

In accordance with the requirements of the Companies Act, 2013 and Articles of Association of the Company Mr. Kamalkumar Sangani, Whole Time Director of the Company retire at the forthcoming Annual General Meeting and being eligible, offer themselves, for re-appointment as Director liable to retire by rotation.

During the year under review following no officials were appointed/resigned:

25. Auditors

a) Statutory Auditors

The Chairman places before the board, the proposal to appoint M/s. R G G R & Associates LLP, Chartered Accountants, as the statutory auditor to fill the casual vacancy caused by the resignation of M/s Kumbhat & Company LLP. The board discussed, agreed and approved the appointment of M/s. R G G R & Associates LLP as statutory auditor of the Company subject to the approval of members of the Company at the upcoming Annual General Meeting at a remuneration decided by the Board of Directors in consultation with auditors.

M/s. R G G R & Associates LLP has furnished a certificate of their eligibility and consent for the appointment as the Statutory Auditors of the Company for FY 2025-26 and in terms of the Listing Regulations, the Statutory Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

b) Secretarial Auditor and Secretarial Audit Report:

The provisions of Section 203 of Companies Act, 2013 are now applicable to the Company as the Companys Shares are listed on NSE Emerge Platform w.e.f. August 17, 2023. The Company has appointed M/s. K. P. Ghelani & Associates, Practicing Company Secretaries, to carry out Secretarial Audit for the Financial Year 2025-26 to 2030-31. The Annual Secretarial Audit Report (MR 3) is attached as Annexure VI to this Board Report.

c) Internal Auditors

The provisions of Section 138(1) of Companies Act, 2013 is applicable to Company and Company has appointed M/s. SMNK & Company, Practicing Chartered Accountants, to carry out Internal Audit for the Financial Year 2025-26.

26. Frauds to be reported by Auditors :

The Auditors of the Company had not reported any offence involving any fraud committed against the Company by any officer or employee of the Company during the current financial year as well as during the previous financial year, as required under sub-section (12) of section 143 of the Companies Act, 2013.

27. Frauds reported by Auditors other than those which are reportable to the Central Government

There are no such frauds reported by auditors, which are committed against the company by officers or employees of the Company.

28. Compliance with Secretarial Standards on board and annual general meetings:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

29. Significant and material orders:

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys Operations in future.

30. Material Changes and Commitments, if any, Affecting the Financial Position of the Company:

a. The Company has entered into a Memorandum of Understanding with Dr. Bhanuben Nanavati Hospital, Chorvad to manage and operate its facilities.

b. The Company has acquired 55% Stake in Sadbhavna Hospital and Medical Research Centre Private Limited, which is expected to bring strategic synergies and expansion opportunities.

31. Other Disclosures/Reporting:

Your Directors further state that during the year under review:

a) no amount is transferred to General Reserve

b) the Company has not taken any deposits from Public or Shareholders of the Company;

c) there were no significant / material orders passed by the Regulators or Courts or Tribunals impacting going concern status of your Company and its operations in future;

d) there are no qualifications, reservation or adverse remark or disclaimer made by the Statutory Auditors in their Report.

Your Company continued to enjoy warm and healthy relations with its employees at all locations. Your Directors take this opportunity to record their appreciation for the significant outstanding contribution made by the employees at all levels.

32. Website:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely www.sanganihospitals.com containing basic information about the Company. The website of the Company is also containing information like Policies, Financial Results, Annual Reports and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

33. Acknowledgement:

Your Directors express their deep gratitude for the co-operation and support extended to the Company by its Members, Customers, Suppliers, Bankers and various Government agencies.

For and on behalf of the Board SANGANI HOSPITALS LIMITED

Rajeshkumar Sangani	Ajaykumar Sangani
Chairman & Whole Time Director	Managing Director
(DIN:09394928)	(DIN:06718085)
Date: September 2, 2025
Place: Keshod