Sharma East India Hosp and Medical Research Ltd Directors Report

(Rs. in Lakhs)

The Companys Total Income i.e. Revenue from Operations and Other Income are Rs. 3,018.59 Lakhs and the profit after tax (including Other Comprehensive Income) is Rs. 124.43 Lakhs during the current year. Further your Company has been continuously making efforts to enhance the operations and also trying to hold its grip over upcoming opportunities in Medical & Health Industry.

Your Directors have considered it financially prudent in the long-term interests of the Company to reinvest the profits into the business to build a strong reserve base and grow the business of the Company. Further, in view of marginal funds, the Board of Directors doesnt recommended payment of dividend for the year under review.

No amount has been transferred to General Reserve during the year. The company carries reserves of Rs. 831.92 Lakhs under the head “Other Equity” at the end of the financial year 2024- 25.

There are no changes and commitments affecting the financial position of the company which have occurred between the date of Balance Sheet i.e. 31.03.2025 and the date of this report.

Details pertaining to Conservation of Energy and Technology Absorption as required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are as follows: - (A) Conservation of Energy: The operations of the company are not energy intensive. We regularly evaluate and use new energy efficient technologies and make necessary investment in energy saving equipments to make our infrastructure more energy-efficient. The company is continuously striving to conserve the energy at its all levels. (B) Technology Absorption: Your Company strives for latest technology for its processes and also strives to achieve full technology absorption.

There were no foreign exchange earnings and outgo during the financial year.

The Risk Management of the Company is overseen by the Board of Directors at various levels and the policy of the Company on Risk Management is provided in this Annual Report in Management Discussion and Analysis Report.

The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company has not developed and implemented any Corporate Social Responsibility policy as the said provisions are not applicable to the Company.

Details of loans, investments and guarantees covered under the provisions of Section 186 of Companies Act 2013 are given in the Notes forming part of Financial Statements.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business (refer Notes forming part of Financial Statements). The details forming part of the Related Parties Transactions under Section 188(1) of the Companies Act, 2013 during the year are provided in Notes forming part of Financial Statements. Further there were no contracts or arrangements entered with the Companys Promoters, Directors, Management or their relatives which could have had a potential conflict with the interests of the company.

11. EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE

REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE SECRETARIAL AUDITORS IN THEIR REPORTS

Observations of Statutory Auditors and Secretarial Auditors are self-explanatory and do not call for any further comments.

i. Statutory Auditors:

During the year under review, there were no audit qualifications made by the Auditors in their Report on the Companys financial statements. The Company continues to adopt best accounting practices to ensure a regime of un-qualified financial statements. ii. Secretarial Auditors:

Secretarial Audit is conducted according to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Secretarial Audit Report contains following qualifications: As per Regulation 31(2) of Listing Obligation and Disclosure requirements, Regulations 2015, 100% percent of shareholding of Promoter is not in Dematerialized Form; Directors Comment: The Promoter shareholding will be converted in to Demat at the earliest as per regulation 31(2) of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015.

The Secretarial Audit Report submitted by Secretarial Auditor is enclosed as a part of this report as Annexure- A.

12. REMUNERATION RATIO OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL

(KMP)/EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors and Key Managerial Personnel of the Company is furnished in Annexure B to this report.

13. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT AND

REMUNERATION

The remuneration policy of the company has been framed by the Nomination and Remuneration Committee of the Company. The Companys Policy relating to appointment of Directors, payment of remuneration, Directors qualifications, positive attributes, independence of Directors Etc. pursuant to Section 178(3) of the Companies Act, 2013 is as follows: The Company considers human resources as its invaluable assets. The policy of the company on nomination and remuneration of Directors, Key Managerial Personnel (KMPs) and other employees has been formulated in terms of Section 178, Section 197 and other applicable provisions of the Companies Act, 2013 and the listing agreement in order to pay equitable remuneration to the Directors, KMPs and employees of the Company and to harmonize the aspirations of human resources consistent with the goals of the Company. Remuneration payable to Directors of the Company are as per the limits as contained in the provisions of Section 197 read with Schedule V of the Companies Act, 2013. The Remuneration Policy of the Company stipulates the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive /Non-Executive) and provides the Board, information about the matters relating to the remuneration of the Directors, Key Managerial Personnel and other employees. This includes, reviewing and approving corporate goals and objectives relevant to the compensation of the Directors, Key Managerial Personnel and other employees and evaluating the performance of Directors, Key Managerial Personnel and other employees in light of those goals and objectives. The Remuneration Policy of the company stipulates that: a) The composition of remuneration is such that it is reasonable and sufficient to attract, retain and motivate the directors of the quality required to run the company successfully. b) There is proper relationship between remuneration and performance.

c) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short- and long-term performance objective appropriate to the working of the company and its goals.

14. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company referred to in Section 92(3) of the Companies Act, 2013 has been placed on the website of the Company www.jaipurhospital.co.in.

15. DETAILS OF BOARD MEETINGS CONDUCTED DURING THE YEAR

During the Financial Year 2024-25, 6 meetings of the Board of Directors were held as per Section 173 of Companies Act, 2013 details of which are summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

16. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility statement and confirms that: -

(a) In the preparation of the annual accounts for the year ended 31 ^st March, 2025, the applicable Indian Accounting Standards had 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 and loss 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 that are adequate and operating effectively; and (f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

17. SUBSIDIARIES AND JOINT VENTURES COMPANIES

The Company does not have any Subsidiary and Joint venture Companies.

18. DEPOSITS

The Company has neither accepted nor renewed any deposits covered under the provisions of section 73 and Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The composition of Board is in accordance with the requirements set forth by Section 149 of Companies Act, 2013. The Directors possess experience in various fields that encompass Medical and Health, Law, Banking, Accounting and Finance. The composition of Board of Directors consists of Directors which is a perfect combination of Executive, Independent and Non Executive Directors. The changes in the constitution of Board / KMPs during the financial year and the status of Board of Directors/ KMPs as on 31.03.2025 are as follows:

During the year under review Pawan Shorey (DIN: 10636955) and Srikant Vinayakrao Bulakh (DIN: 10637125) were appointed as Non Executive, Independent Directors and Radhika Sathe (DIN:10645753) was appointed as Non Executive Director.

Dr. Shailendra Kumar Sharma (DIN: 00432070) was re-appointed as the Managing Director of the Company with effect from 07.09.2022. Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 06.09.2025, approved the reappointment of Dr. Shailendra Kumar Sharma (DIN: 00432070) as Managing Director for a further period of three years with effect from 07.09.2025, subject to approval of the shareholders.

Hence, re-appointment and remuneration payable to Dr. Shailendra Kumar Sharma (DIN: 00432070), as Managing Director of the Company, for a further period of three (3) years, with effect from 07.09.2025 to 06.09.2028, is recommended by the Board of Directors of the Company for approval of the Members of the Company at the forthcoming Annual General Meeting.

Dr. Pushpendra Prasad Garg (DIN: 10304570) was appointed as the Non Executive, Independent Director of the Company with effect from 04.09.2023. The Board of Directors at its meeting held on 06.09.2025, approved the continuation of appointment of Dr. Pushpendra Prasad Garg (DIN: 10304570) as Non Executive, Independent Director till 03.09.2028 on which date he attains 75 years of age, subject to approval of the shareholders.

Hence, continuation of appointment of Dr. Pushpendra Prasad Garg (DIN: 10304570) as Non Executive, Independent Director till 03.09.2028 on which date he attains 75 years of age, is recommended by the Board of Directors of the Company for approval of the Members of the Company at the forthcoming Annual General Meeting

None of the Directors of the Company is disqualified from being appointed as Directors as on 31.03.2025.

20. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013.

21. MEETING OF INDEPENDENT DIRECTORS:

As stipulated in the Code of Conduct for Independent Directors under the Act and Listing Regulations, a separate Meeting of Independent Directors of the Company was held on 14th February, 2025 to review the performance of Non-Independent Directors (including the Chairman) and the Board as a whole. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board, which is necessary to effectively and reasonably perform and discharge their duties. The meeting decided on the process of evaluation of the Board and Audit Committee. It designed the questionnaire on limited parameters and completed the evaluation of the Board by Non-Executive Directors and of the Audit committee by other members of the Board. The same was compiled by Independent authority and informed to the members.

22. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization programme aims to provide Independent Directors with the Industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Companys familiarization programme for Independent Directors is posted on Companys website at www.jaipurhospital.co.in

23. AUDITORS: - 23.1 Statutory Auditors

M/s Gopal Sharma & Co., Chartered Accountants, Jaipur (Firm Registration No. 002803C) were appointed as Statutory Auditors of the Company in the 34th Annual General Meeting for a term of 5 years, i.e., till the conclusion of Annual General Meeting to be held for the financial year 2027-28.

The Auditors Report for the financial year 2024-25 on the Financial Statements of the Company is attached as a part of this Annual Report.

M/s Gopal Sharma & Co., Chartered Accountants., have confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules made there under (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

23.2 Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with rules made there under the maintenance of cost audit records is not applicable to the company.

23.3 Secretarial Auditors

The Company has appointed Secretarial Auditors to conduct the secretarial audit for the Financial Year ended 31.03.2025 according to the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Furthermore, appointment of M/s. HSPN and Associates LLP, Practicing Company Secretaries, as the Secretarial Auditors of the Company for a term of five (5) consecutive financial years commencing from the financial year 2025-26 to 2029-30, to conduct secretarial audit as prescribed under Section 204 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is recommended by the Board of Directors of the Company for approval of the Members of the Company at the forthcoming Annual General Meeting.

24. COMMITTEES OF THE BOARD

Details of the Committees of the Board of Directors of the Company as on 06.09.2025 is as under:-

a) Audit Committee

The constitution of audit committee is in confirmation with the requirements of Section 177 of the Companies Act, 2013. As on 06.09.2025, the Audit Committee of the Company consists of 6 Directors, out of which 4 Directors are Independent (Details of the same are summarized below). The Committee is chaired by CA Rajeev Kumar, an Independent Director. All the members of the audit committee are financially literate and are able to read and understand the financial statements.

b) Nomination & Remuneration Committee

The constitution of Nomination & Remuneration Committee is in confirmation with the requirements of Section 178 of the Companies Act, 2013. As on 06.09.2025, the Nomination & Remuneration Committee of the Company consists of 6 Directors, out of which 4 directors are Independent (Details of the same are summarized below). The Committee is chaired by CA Rajeev Kumar, an Independent Director.

c) Stakeholders Relationship Committee

The constitution of Stakeholders Relationship Committee is in confirmation with the requirements of Section 178 of the Companies Act, 2013. As on 06.09.2025, the Stakeholders Relationship Committee of the Company consists of 6 Directors (Details of the same are summarized below). The Committee is chaired by Dr. Karan Sharma, a Non-Executive Director.

d) Share Transfer Committee

The Share Transfer Committee has been constituted to oversee the matters related with transfer of shares of the company so as to avoid delay in Share Transfer Process and to expeditiously resolve the issues related with share transfers. As on 06.09.2025, the Share Transfer Committee of the Company consists of 7 Directors (Details of the same are summarized below). The Committee is chaired by Dr. Karan Sharma, a Non-Executive Director.

25. VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 the Company has established a vigil mechanism for directors and employees to report genuine concerns. The Vigil Mechanism provides adequate safeguards against victimization of employees and directors who express their concerns. The Mechanism provides direct access to the chairman of the Audit Committee. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.jaipurhospital.co.in

26. SHARES

a) BUY BACK OF SHARES

During the year under review Company has not dealt with buy back proposal. b) SWEAT EQUITY During the year under review the Company has not issued any Sweat Equity Shares. c) BONUS SHARES During the year under review no Bonus Shares were issued. d) EMPLOYEES STOCK OPTION PLAN The Company has not provided any Stock Option Scheme to the employees during the year. e) SHARE CAPITAL The paid up Equity Share Capital as on March 31, 2025 was Rs. 3, 28, 38,000. During the year under review, the Company has not issued shares with differential voting rights.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 (1) (e) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, Management Discussion and Analysis report is enclosed to this report.

28. CORPORATE GOVERNANCE REPORT

The Company does not fulfill the criteria as specified under sub regulation (2) of regulation 15 of Chapter IV of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 (“The Regulations, 2015”) with respect to applicability of Corporate Governance provisions mentioned in regulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and paras C, D and E of Schedule V of the Regulations, 2015. Therefore, the Corporate Governance Report pursuant to sub regulation (3) of regulation 34 and Schedule V of the Regulations, 2015 need not be attached to this report.

29. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD AND COMMITTEES

The performance of the Board of Directors and Committees of the company are evaluated on the basis of fulfillment of short term and long-term objectives of the company. Besides this, other qualitative and quantitative factors are also considered the basis of evaluation of the Board of Directors and Committees.

30. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has adequate Internal Financial Controls with reference to the Financial Statements. Details of the same are provided in Management Discussion and Analysis Report.

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets.

All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Indian Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

31. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the company during the financial year.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

The BSE (Bombay Stock Exchange) had suspended for trading in the equity shares of the Company due to penal reason.

The company had also made an application for revocation of suspension of trading in equity shares of the company. Accordingly, the company has been granted In Principle approval for revocation of suspension in trading of securities of company on April 30 2024, and the Company has also received post approval for revocation of suspension in trading of equity shares which was revoked and trading in shares was started on 20th June 2024.

33. INDIAN ACCOUNTING STANDARDS

The Audited Financial Statements prepared by the Company, in accordance with the Indian Accounting Standards (Ind AS), are provided in the Annual Report of the Company.

34. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND

(IEPF)

No amount is required to be transferred under the provisions of Section 125(2) of the Companies Act, 2013 as there was no dividend declared and paid in last years.

35. INSIDER TRADING PREVENTION CODE

Pursuant to the SEBI Insider Trading Code, the company has formulated a comprehensive policy for prohibition of Insider Trading in Equity Shares to preserve the confidentiality and to prevent misuse of unpublished price sensitive information. The Company Secretary has been designated as the Compliance Officer in this regard.

36. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and has 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 made thereunder. As required under law, an Internal Complaints Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassment at the work place.

The following is a summary of Sexual Harassment Complaints received and disposed off during the financial year 2024-25: a. Number of Complaints pending at the beginning of the year: NIL b. Number of Complaints of Sexual Harassment received during the year: NIL c. Number of Complaints disposed off during the year: NA d. Number of cases pending for more than ninety days: NIL e. Number of workshops or awareness programme against Sexual Harassment carried out: Five f. Nature of action taken by the Company: NA g. Number of Complaints pending at the end of the year: NIL

37. DEMAT SUSPENSE/UNCLAIMED SUSPENSE ACCOUNT

The disclosure requirements with respect to Demat Suspense/Unclaimed Suspense Account are not applicable to the Company as there are no shares in the Demat Suspense/Unclaimed Suspense Account.

38. COMPLIANCE OF SECRETARIAL STANDARDS

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.

39. DISCLOSURE PURSUANT TO CLAUSE (ix) OF SUB-RULE (5) OF RULE 8 OF THE

COMPANIES (ACCOUNTS) RULES, 2014

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and maintenance of Accounts and records thereunder are not applicable to the company.

40. DISCLOSURE PURSUANT TO SUB - SECTION (12) OF SECTION 143 OF THE COMPANIES ACT, 2013 READ WITH SUB-RULE (4) OF RULE 13 OF THE COMPANIES (AUDIT AND AUDITORS) RULES, 2014

There have been no frauds reported by Statutory Auditors under sub-section (12) of section 143 of the Companies Act, 2013.

41. DISCLOSURE PURSUANT TO SECTION 204 & SUB - SECTION (12) OF SECTION 143 OF THE COMPANIES ACT, 2013 READ WITH SUB-RULE (5) OF RULE 13 OF THE COMPANIES (AUDIT AND AUDITORS) RULES, 2014

There has been no fraud reported by Secretarial Auditors under section 204 of the Companies Act, 2013.

42. LISTING ON STOCK EXCHANGE

The Companys shares are listed at BSE Limited.

43. INSOLVENCY AND BANKRUPTCY CODE:

During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 hence the requirement to disclose the details of application made or proceeding pending at the end of financial year is not applicable.

44. DISCLOSURE UNDER THE MATERNITY BENEFITS ACT, 1961:

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, which ensures maternity benefits to women employees as per applicable law.

During the financial year ended March 31, 2025, the provisions of the Act were applicable to the Company; however, no instances arose wherein maternity benefits were availed by any woman employee of the Company.

The Company remains committed to providing a safe, inclusive, and supportive work environment for all employees, in line with applicable laws and best practices.

45. ACKNOWLEDGEMENT

The Board expresses their grateful thanks for the assistance and co-operation extended by Punjab National Bank & other Banks, various departments of State & Central Government and other Associations. Your Directors wish to convey their gratitude and appreciation to all employees of the Company for their valuable contribution during the year. They also wish to place on record their appreciation to the Companys Customers, Investors, Shareholders, Bankers, Suppliers, Distributors and other business associates for their cooperation and support. Last but not the least, Directors wish to place on records their deep sense of appreciation for the devoted services of Consultant Doctors and entire Nursing & Para-medical Staff at all levels of the Company for its growth.