Your Directors have pleasure in presenting
the 36^th Annual Report of your Company
together with the Audited Statement of
Accounts and the Auditors' Report of your
company for the financial year ended 31^st
March, 2024.

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 2023-24.

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. 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.

11. 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.

12. LISTING OF SHARES:

Shares of company have been listed on
Bombay Stock Exchange

13. 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.

14. TRANSFER TO RESERVES:

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

15. ANNUAL RETURN:

Annual return for F.Y 2023-2024 is available
on the website of the Company i.e.
https://www.sonihospitals.com.

16. 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.

17. 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 5 (Five) Directors out of which 3
(Three) 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,
2024 consists of 5 (Five) Directors. 3 (Three)

are Non-Executive-Independent Directors
and 1 (One) Executive Director and 1 (One)
Non-Executive - Non Independent Director.

There were no changes in the composition
of Board of Directors during the financial
year 2023-2024.

Changes in the Composition of the Board of
Directors after the Closure of Financial
Year:

After the closure of financial year 2023-24,
Mrs. Alankrita Sharma is appointed as an
Additional Independent Director w.e.f.
06/09/2024.

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

During the financial year 2023-2024 Ms.
Pooja Sharma has resigned from the
Designation of Company Secretary &
compliance officer of the company w.e.f.
04/06/2023 and Ms. Shreya Garg was
appointed as Company Secretary &
compliance officer w.e.f. 05/06/2023 and
she resigned w.e.f. 04/10/2023 and further
Ms. Juhi Gurnani was appointed w.e.f. 13^th
December 2023 as the Company Secretary &
Compliance officer of the company.

There were no other changes in the
composition of KMP during the financial
year 2023-2024.

18. 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:

A. 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.

B. FOREIGN EXCHANGE EARNINGS
AND OUTGO:

19. MEETINGS:

During the financial year 2023-2024,
following meetings were convened:

Board Meetings

Audit Committee Meetings

Nomination & Remuneration Committee
Meetings

Stakeholders Relationship Committee
Meetings

Members Meeting

21. NOMINATION_AND

REMUNERATION COMMITTEE:

The Nomination and Remuneration
Committee comprises of:

i. MAHAVIR PRASAD YADAV - Chairperson

ii. ANJU SONI

iii MAMTA SHARMA

22. AUDIT COMMITTEE:

The Audit Committee comprises of:

i. MAHAVIR PRASAD YADAV - Chairperson

ii. ANJU SONI

iii MAMTA SHARMA

23. 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.

24. CORPORATE_SOCIAL

RESPONSIBILITY (CSR):

As the Company does not fall under the
Class of Companies as prescribed under

Section 135 of Companies Act,2013 and
Rules made there under, therefore the
provisions related to Corporate Social
Responsibility is not applicable to the
Company.

Therefore, Company is not liable to
contribute towards Corporate Social
Responsibility.

25. PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS
UNDER SECTION 186:

The particulars of loans, guarantees and
investments as per Section 186 of the Act by
the Company, have been disclosed in the
financial statements.

26. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED
PARTIES:

The particulars of contracts or arrangements
entered into by the Company with related
parties referred to in sub-section (1) of
Section 188 of the Companies Act, 2013
including certain arm's length transactions
under the proviso thereto have been
disclosed in Form No. AOC-2 and the same
forms part of this report.

27. 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 Section 5(2) of the
Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014 in the financial year 2023¬
2024.

? 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.

28. 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 34^th 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 2023-2024.
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 2023-2024
under Section 138 of the Companies Act,
2013 and he has completed the internal
audit as per the scope defined by the Audit
Committee.

29. GREEN INTIATIVES:

Electronic copies of the Annual Report
2023-2024 and the Notice of 36^th 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.

30. 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.

31. DIRECTOR'S_RESPONSIBILITY

STATEMENT:

The Directors' Responsibility Statement
referred to in clause (c) of sub-section (3) of

Section 134 of the Companies Act, 2013,
shall state that—

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

(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 profit and loss of
the company for that period;

(c) Director had taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of Companies Act for
safeguarding the assets of the company and
for preventing and detecting fraud and
other irregularities;

(d) The annual accounts have been
prepared 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) That proper system were devised to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

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. DETAILS OF SIGNIFICANT AND
MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND
COMPANY'S OPERATIONS IN
FUTURE:

There are no significant and material orders
passed by the regulators or courts or
Tribunals impacting the going concern
status and company's operation in future.

34. NUMBER OF CASES FILED (IF ANY),
AND THEIR DISPOSAL U/S 22 OF
THE SEXUAL HARASSMENT
OFWOMEN 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 Company's 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. OTHER DISCLOSURES AND
STATUTORY INFORMATION:

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:

Ý Code for Disclosure of Unpublished
Price Sensitive Information

Ý Code of Conduct for Insider Trading

Ý Policy on Related Party Transactions

Ý Code of Conduct for Directors and
Senior Management Personnel

Ý Whistle Blower Policy

37. ACKNOWLEDGEMENTS:

The Directors thank the Company's
employees, customers, vendors, investors
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.

By order of the Board
For Soni Medicare Limited
L51397RJ1988PLC004569

Date: 06^th September, 2024
Place: Jaipur

Sd/-

Bimal Roy Soni
Chairman cum Managing Director
DIN: 00716246