Soni Medicare Ltd Directors Report

To the Members,

Your directors have pleasure in submitting their 37^th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March 2025.

1. FINANCIAL RESULTS

The Companys financial performances for the year under review along with previous years figures are given hereunder:

(Rs. in Hundred)

Particulars	For the financial year ended 31st March, 2025 (Rs.)	For the financial year ended 31st March, 2024 (Rs.)
Revenue from Operation including other income	3118440.59	2852435.06
Expenses excluding Depreciation	3090394.04	2962840.54
Depreciation and Amortization	50214.63	52352.64
Profit (Loss) Before exceptional Items and Tax	(22168.08)	(162758.11)
Exceptional Items (Provision for gratuity)	-	-
Profit (Loss) Before Tax	(22168.08)	(162758.11)
Current Tax	-	-
Deferred Tax Adjustment	(3530.40)	5434.02
Profit (loss) After Tax	(18637.67)	(168192.13)
Earnings per share (Rs.)	(0.74)	(3.94)

NOTES: The above figures are extracted from the standalone financial statements prepared in compliance with the Indian Accounting Standards (Ind AS) and comply with all aspects of the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015 (amended)] and other relevant provisions of the Act.

During the year under review your company has incurred a Net Loss of Rs. 31742.16 (Previous Year Net Loss of Rs. 168192.14) Directors expect improved performance during the Current Year.

2. COMPANY’S PERFORMANCE:

The Revenue from Operations for F.Y 2024-25 was Rs. 298382370.64 as compared to the previous years revenue of Rs. 272549701.19 The profit/loss after tax for F.Y 2024-25 and F.Y 2023-24 was (1863767.95) and (16819214.03) respectively.

3. OPERATIONS AND STATE OF COMPANY’S AFFAIRS:

Information on Companies operations is given in the Management Discussion & Analysis Report forming part of this Report.

4. DIVIDEND:

Keeping in view the losses for the year under review, the Board of Directors of the Company have not recommended any dividend for the Financial Year 2024-25.

5. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has proper place and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and all assets and resources are acquired economically, used efficiently and adequately protected.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes after the balance sheet date which may materially affect the financial position of the company or having any material impact on the operations of the Company.

7. CHANGES IN NATURE OF BUSINESS:

There is no change in the nature of business in comparison to immediately preceding year.

8. INFORMATION ABOUT SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company has no subsidiaries, joint ventures or associates during the year and therefore no details are required to be given.

9. CONSOLIDATED FINANCIAL STATEMENTS:

The Company has no Subsidiary, Associate or Joint Venture and therefore question of consolidated financial statement do not arise.

10. AUDITORS AND AUDIT REPORT

A) STATUTORY AUDITORS:

In accordance with Sec 139 of the Companies Act, 2013, M/s TAMBI ASHOK & ASSOCIATES, Chartered Accountants (FRN: 005301C), were appointed by the shareholders of the Company at the Annual General Meeting held on September 30, 2022, as Statutory Auditors of the company for a period of 5 years to hold office from the conclusion of 34th Annual General Meeting till the conclusion of the 39^th Annual General Meeting of the Company to be held for financial year ended on 31 March 2027.

B) STATUTORY AUDITORS REPORT:

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation under section 134(3)(f) of the Companies Act, 2013 from the Directors. Further, the notes to accounts referred to in the Auditors Report are self-explanatory.

C) SECRETARIAL AUDITOR

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 with the approval of its Board, appointed M/s. Mahendra Khandelwal& Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2024-2025. The Secretarial Audit Report is annexed herewith as Annexure I. There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge of their professional obligation.

D) INTERNAL AUDITORS

The Board has appointed M/s. AKN Jain & Co. Chartered Accountants as Internal Auditors for a period of one year 2024-2025 under Section 138 of the Companies Act,

2013 and he has completed the internal audit as per the scope defined by the Audit Committee.

11. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 is not applicable as the company has not declared dividend in any previous financial years, accordingly there is no unclaimed/ unpaid dividend. So, there are no amounts transferred to IEPF during the year.

12. DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

13. LISTING OF SHARES:

Shares of company have been listed on Bombay Stock Exchange

14. SHARE CAPITAL:

The Company has 4,264,900 Equity Shares of Rs. 10 each amounting to Rs. 42,649,000. The Company has only one class of Equity Share having a par value of Rs. 10/-each.

A) Issue of shares or other convertible securities

The company has not issued any equity shares or other convertible securities, during the financial year.

B) Issue of equity shares with differential rights

The company has not issued any equity shares with differential rights, during the financial year.

C) Issue of sweat equity shares

The company has not issued any sweat equity shares, during the financial year.

D) Details of employee stock options

The company has not issued any employee stock options, during the financial year.

E) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

There is no such provision created by company for purchase of its own shares by employees or by trustees for the benefit of employees.

F) Issue of debentures, bonds or any non- convertible securities

The company has not issued any debentures, bonds or any non-convertible securities, during the financial year.

G) Issue of warrants

The company has not issued any warrants, during the financial year.

15. TRANSFER TO RESERVES:

The Company proposes to transfer no amount to the general reserve.

16. ANNUAL RETURN:

Annual return for F.Y 2024-2025 is available on the website of the Company i.e. https://www.sonihospitals.com .

17. BOARD EVALUATION:

The performance evaluation of the individual Directors including chairman of Board was done in accordance with the provision of the Company Act, 2013.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

RETIRE BY ROTATION:

As per section 152 of the Companies Act 2013, Mrs. Anju Soni would retire by rotation at the forthcoming Annual General Meeting and is eligible for reappointment.

INDEPENDENT DIRECTORS:

The Board of Directors of the Company consists of 4 (Four) Directors out of which 2 (Two) are Non-Executive -Independent Directors.

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMPOSITION OF BOARD OF DIRECTOR:

The Board of the Company as on March 31, 2025 consists of following Directors

a) BIMAL ROY SONI

b) ANJU SONI

c) NAVEEN SANGHI

d) ALANKRITA SHARMA

During the Financial Year Ms. Alankrita Sharma was appointed as additional Independent Director w.e.f. 06/09/2024 Later she was confirmed as the Independent Director in the 36^th AGM of the Company. Ms. Mamta Sharma and Mr. Mahavir Prasad Yadav resigned due to completion of their tenure as Independent Directors on 05/01/2025

COMPOSITION OF KEY MANAGERIAL PERSONNEL (Other Than Board of Directors):

During the financial year 2024-25 Ms. Juhi Gurnani has resigned from the Designation of Company Secretary & compliance officer of the company w.e.f. 14/11/2024 and Mr. HARI KRISHAN TIWARI was appointed as Company Secretary & compliance officer w.e.f. 14/02/2025. There were no other changes in the composition of KMP during the financial year 2024-25.

19. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

1. CONSERVATION OF ENERGY:

The information required under 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 the conservation of energy and technology absorption is not applicable, as the Company is not carrying out any manufacturing operation.

2. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars	As on 31.03.2025	As on 31.03.2024
a) Earnings in foreign exchange	Nil	Nil
b) Expenditure / outgo in foreign exchange (Travelling)	Nil	Nil

20. MEETINGS:

During the financial year 2024-2025, following meetings were convened: Board Meetings

S. No. Date of Meeting	Board strength	No. of Directors present
1. 30/05/2024	5	5
2. 14/08/2024	5	5
3. 06/09/2024	5	5
4. 17/10/2024	6	6
5. 14/11/2024	6	6
6. 14/02/2025	4	4

Audit Committee Meetings

S. No. Date of Meeting	Members strength	No. of Members present
1. 30/05/2024	3	3
2. 14/08/2024	3	3
3. 14/11/2024	3	3
4. 14/02/2025	3	3

Nomination & Remuneration Committee Meetings

S. No. Date of Meeting	Members strength	No. of Members present
1. 23/05/2024	3	3
2. 30/08/2024	3	3

Stakeholders Relationship Committee Meetings

S. No. Date of Meeting	Members strength	No. of Members present
1. 30.05.2024	3	3

Members Meeting

S.No Type of meeting	Date of meeting	Total Number of Members entitled to attend meeting	Number of members attended
1. Annual General Meeting	30/09/2024	1150	20
2. Extra-Ordinary General Meeting	14/03/2025	1245	37

21. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of:

a. NAVEEN SANGHI (Chairman)

b. ALANKRITA SHARMA (Member)

c. ANJU SONI (Member)

22. AUDIT COMMITTEE:

The Audit Committee comprises of:

a) NAVEEN SANGHI (Chairman)

b) ALANKRITA SHARMA (Member)

c) ANJU SONI (Member)

23. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Audit Committee comprises of Stakeholders Relationship Committee comprises of:

a. ANJU SONI (Chairman)

b. ALANKRITA SHARMA (Member)

c. NAVEEN SANGHI (Member)

24. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company has put in place Vigil Mechanism for Directors and Employees of the Company.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Companys net worth is below than Rs. 500 Crore, Turnover is less than Rs. 1000 Crore and Net Profit (Before Tax) is less than Rs. 5 Crore, hence provisions of Section 135 of the Companies Act, 2013 with regard to Corporate Social Responsibility (CSR) are not applicable to the company.

26. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

There are No loans, guarantees or investments in excess of the limits prescribed u/s 186 of the Act.

27. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm with respect to Directors Responsibility Statement that:

a. In the preparation of the Annual Accounts for the financial year ended 31^st March, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. Director had selected such accounting policies and applied consistently and judgments and estimates have been made 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 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 the 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. That internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

28. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and disclosed in Form AOC-2 which forms as a Annexure to this report.

29. MANAGERIAL REMUNERATION:

> During the financial year company has not paid remuneration to directors of the company.

> There is no Employee who is in receipt of remuneration of more than Rs. 8,50,000 per month or Rs. 102,00,000 per annum under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the financial year 2024- 2025.

> The Company does not have any material information to report in accordance to Rule 5, of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

30. GREEN INTIATIVES:

Electronic copies of the Annual Report 2024-2025 and the Notice of 37th AGM will be send to all members whose e-mail address is registered with the company/depository participants. For members who have not registered their email address, physical copies will be send in the permitted mode.

31. RISK MANAGEMENT POLICY:

The Company has its Risk Management Policy to identify and deal with the risks and threats that could impact the organization. Risk Management Policy is available for inspection at the Registered Office of the Company during business hours on any working day.

32. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which forms a part of this Report, are set out separately together with the Certificate from the Auditors of the company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:

There are No significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

34. NUMBER OF CASES FILED (IF ANY). AND THEIR DISPOSAL U/S 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has zero tolerance towards any action on the part of any of its official, which may fall under the ambit of ‘Sexual Harassment at workplace, and is fully committed to uphold and maintain the dignity of every women employee of the Company. The Companys Sexual Harassment Policy provides for protection against sexual harassment of Women at workplace and for Prevention and redressal of such complaints. During the financial year no case of Sexual Harassment were reported.

35. HUMAN RESOURCES MANAGEMENT:

We firmly believe that employee motivation, development and engagement are key aspect of Good human resource management. We provide several forums and communication channels for our employees to not only share their point of view and feedback related to our business, but also share feedback self-development and career advancement. These forums have helped us to identify and implement a number of structural changes during the year under review.

36. MATERNITY BENEFIT:

During the financial year under review, there were no instances of maternity leave availed by any employee of the Company. Consequently, no maternity benefits were granted during the period. The Company remains fully compliant with the_requirements of the Maternity Benefit Act, 1961, and other applicable statutory provisions.

37. DISCLOSURE PRESCRIBED IN TERMS OF SECTION 67-

Section 67 of the companies act, 2013 imposes restrictions on purchase by company or giving of loans by it for purchase of its shares. No company limited by shares or by guarantee and having a share capital shall have power to buy its own shares unless the consequent reduction of share capital is affected under the provisions of this Act.

The company has not purchased or has not given any loans for purchase of its shares and hence complied with the provisions of this section.

38. INSOLVENCY AND BANKRUPTCY CODE. 2016

During the financial year under review, no application has been made or is pending against the Company under the Insolvency and Bankruptcy Code, 2016. Accordingly, no proceedings have been initiated or are pending under the said Code as at the end of the financial year.

39. ONE TIME SETTLEMENT ENTERED DURING THE YEAR:

During the financial year, no settlement of any nature was entered into or effected by the Company with any bank.

40. OTHER MATTERS:

a. Compliance with Secretarial Standards:

The Company complies with applicable secretarial standards.

b. Policies and code adopted by the Company

The Board of Directors has from time to time framed and approved policies as required by the SEBI LODR Regulations as well as under the Companies Act, 2013. These policies will be reviewed by the Board at periodic intervals. Some of the key policies that have been adopted are as follows:

• Code for Disclosure of Unpublished Price Sensitive Information

• Code of Conduct for Insider Trading

• Policy on Related Party Transactions

• Code of Conduct for Directors and Senior Management Personnel

• Whistle Blower Policy

41. ACKNOWLEDGEMENTS:

The Directors thank the Companys employees, customers, vendors, investor and academic partners for their continuous support.

The Directors also thank the Government of India, Governments of various states in India and concerned Government departments and agencies for their co- operation

The Directors appreciate and value the contribution made by every member of the Company.

Place: JAIPUR	By the Order of the Board
Dated:06 September 2025	For SONI MEDICARE LIMITED
	CIN:L51397RJ1988PLC004569
	Sd/-
	BIMAL ROY SONI
	(Managing Director)
	DIN: 00716246