Asarfi Hospital Ltd

To, The Shareholders,

M/s Asarfi Hospital Limited

Your directors have the pleasure in presenting the 18th Annual Report on the business operations of the Company for the financial year ended on March 31, 2024, together with the Audited Financial Accounts and Auditor's Report thereon for the financial year 2023 24:

1. FINANCIAL STATEMENT:

The financial performance of the Company for the financial year ended on March 31, 2024 is summarized below -

2. DESCRIPTION OF THE COMPANY'S OPERATIONS / STATE OF AFFAIRS DURING THE YEAR:

During the year, on the basis of Standalone Financials, the Company has generated revenue from operations of Rs.84,40,03,553.00/- (including other income) and earned net profit after tax Rs.4,21,22,026.00/- as compared with the corresponding figures in the previous year of Rs.70,70,33,061.00/- and Rs. 8,01,52,944.00/- respectively. The total revenue is increased by Rs. 13,69,70,492.00/- as compared with last year as well as net profit after tax also decreased by Rs. 3,80,30,918.00/- as compared with last year.

During the year, on the basis of Consolidated Financials, the Company has generated revenue from operations of Rs. 84,40,03,553.00/- (including other income) and earned net profit after tax Rs. 4,16,16,288.00/-.

3. DIVIDEND:

Your directors have not recommended any dividend for the current financial year.

4. TRANSFER TO RESERVE:

The Board of Directors of your company has decided to transfer Rs.5,49,84,000/- to the Reserves for the year under review.

5. CAPITAL STRUCTURE:

During the year, the authorized share capital of the company is Rs. 20,00,00,000/- divided into 20,00,00,00 Equity Shares of Rs 10/- each /-

After the completion of the financial year, the company has allotted 51,80,000 Equity Shares of Rs. 10 each for cash at a price of Rs. 52.00/- per equity share including share premium of Rs. 42.00/- per equity share, were allotted pursuant to resolution passed by the Board of Directors on dated 24th July, 2023, generating proceeds through Initial Public Offering (IPO) in BSE SME Platform of BSE Limited. Equity Shares of the Company got listed on July 26th, 2023, on SME platform of Bombay Stock Exchange. Therefore, after allotment the paid-up share capital of the Company is Rs.19,67,73,000.00 Equity Shares of Rs 10/- each.

During the year, the Company appointed M/s CAMEO CORPORATE SERVICES LIMITED as the Registrar and Transfer Agent of the Company in the Board Meeting held on 25^th May 2023.

6. DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

During the year, on January 30th, 2024, Company has acquire all the shares of Asarfi Educational Foundation, Therefore, Asarfi Educational Foundation is the wholly owned subsidiary of the Company and the Company has no Associates and Joint Ventures.

7. LISTING WITH THE STOCK EXCHANGE(S):

The Equity Shares of the Company are presently listed on BSE (SME Platform) Limited and the Company has paid the applicable listing fees to the Stock Exchange till date.

8. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE COMPANIES ACT 2013

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

9. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

BOARD OF DIRECTORS: During the year under review, the following directors are acting on the Board of the Company:

KEY MANAGERIAL PERSONNEL: In terms of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company:

10. APPOINTMENT/ RE- APPOINTMENT AND RESIGNATION OF DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP):

During FY 23-24, On August 10th,2023, Mr. GOPAL SINGH (DIN: 01608342) has been appointed as Additional Director of the Company till the conclusion of the Annual General Meeting, Thereafter, On, September 15,2023 he has been regularized as Director of the Company.

In accordance with the provisions of the Section 149, 152 and other applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder, MR. SUKANTI DAS (DIN: 01842846), director of the Company will retire by rotation in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his appointment for consideration of members of the Company in the ensuing Annual General Meeting.

11. BOARD MEETINGS:

During the year, fourteen (14) meetings of the Board of Directors were held, details of which are given below:

12. GENERAL MEETINGs

During the year, two (2) meetings of the Members were held, details of which are given below:

13.CORPORATE GOVERNANCE:

As per the Guideline and direction of the SEBI & Stock Exchange accordingly the company has been adhering to the directions and guideline, as required and if applicable on the Companies size and type (as per the Regulations and rules the Corporate Governance is not applicable on SME Listed Companies). Certificate on Non- Applicability of the Corporate Governance Report is set out as Annexure “Certificate on Non- Applicability of the Corporate Governance Report on page 95” to this Report.

14. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT- 9 of the Companies (Management and Administration) Rules, 2014 is appended as ANNEXURE “Form No. Mgt-9 Extract of Annual Return as on The Financial Year Ended On 31.3.2024.on page 55”to this Report.

15. COMMITTEES OF THE BOARD:

There are currently three Committees of the Board, as follows: I. Audit Committee II. Stakeholders' Relationship Committee III. Nomination and Remuneration Committee IV. Risk Management Committee

V. Corporate Social Responsibility Committee

I. AUDIT COMMITTEE

Committee Constitution is as follows:

Such constitution of the Audit Committee meets the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Obligations & Disclosure Requirements Regulations, 2015.

Company Secretary and Compliance Officer of our Company would act as the Secretary to the Audit Committee.

II. Stakeholders' Relationship Committee

Committee Constitution is as follows:

III. Nomination and Remuneration Committee

Committee Constitution is as follows:

Such constitution of the Nomination & Remuneration Committee meets the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Obligations & Disclosure Requirements Regulations, 2015.

IV. Risk Management Committee

Committee Constitution is as follows:

V. Corporate Social Responsibility Committee

Committee Constitution is as follows:

16. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has practice of conducting familiarization Programme for Independent Directors of the Company.

Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors/senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors:

a) a program on how to review, verify and study the financial reports;

b) Provisions under the Companies Act, 2013;and c) SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

17. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of your Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013.

Moreover, the necessary declaration from each of the Independent Directors of the Company as required under Section 149(7) of the Companies Act, 2013 is enclosed as ANNEXURE “Declaration of Independence on page 89”.

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

During the year under review, no significant and material orders were passed by the Regulators or Courts or Tribunals having an impact on the going concern status and future operations of the Company.

19. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

During the year under review the following material changes were occurred:

a. The Company has acquired all the shares of Asarfi Education Foundation (Section 8 Company) and as a result Asarfi Education Foundation becomes wholly owned subsidiary of the Company.

b. The Company has sold the equipment and leased the Eye Hospital Building to Sharp Sight.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under the Listing Regulation, Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Directors' Report as ANNEXURE “Management Discussion on page 12”

21. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

The details of Loans given, Investments made and guarantees given and securities provided under the Section 186 of the Companies Act, 2013 have been provided in the notes to the Financial Statements.

22. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Your Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation and intimidation. Accordingly, the Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year: No. of Complaints received.

23.CORPORATE SOCIAL RESPONSIBILITY:

In pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors was formed to recommend (a) the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors.

The CSR policy framework is available on the Company's website at https://www.asarfi.in/investors/policies/pdf/CSR%20Policy.pdf

The disclosures required to be given under Section 135 of the Companies Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure Annual Report on CSR activities on page 77” forming part of this Board Report.

24. AUDIT AND AUDITORS:

STATUTORY AUDITOR:

Audit Committee has informed the Board that M/s D.N Dokania & Associates comes under the purview of Section 139(2) of Companies Act, 2013 (Auditor or Audit Firm liable to retire by rotation).

Accordingly, in compliance with the provisions of Section 139 of the Act and other applicable provisions and rules made thereunder, on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on August 10, 2023, has appointed M/s. R. K. Thakkar & co, Chartered Accountants (FRN: 002690C) as the Statutory Auditor of the Company to fill the casual vacancy subject to approval of shareholders and in the 18th Annual General Meeting of the company which was held on September 15, 2024, M/s R. K. Thakkar &Co. Chartered Accountants (FRN: 002690C) was appointed as the Statutory Auditor of the company to hold office from the conclusion of 18th Annual General Meeting until the conclusion of next AGM.

There is qualification made in the Auditor's Report, needing explanations or comments by the Board. The Statutory Auditors have not reported any incident of fraud to the Audit Committee in the year under review against the Company by its officers or employees as specified under Section 143(12) of the Act.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel)

Rules, 2014, M/s Ritu Ritolia & Co. having Membership No. 10554 has been appointed as the Secretarial Auditor of the Company in Board Meeting held on May 03rd, 2023 to hold office for Financial Year 2023-24 and that the Board of Directors of the Company is hereby authorized to fix their remuneration for the performance of their duties.

COST AUDITOR:

During the period under review, Cost Audit is not applicable to the Company.

INTERNAL AUDITOR:

During the period under review, D CHANCHANI & CO, CHARTERED ACCOUNTANTS, SRI RAM PLAZA BANK MORE, DHANBAD 826001 has been appointed as Internal Auditor of the Company in the Board Meeting held on May 03^rd, 2023.

25.CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 have been appended as ANNEXURE “Certificates on page 96” to this report.

26. BOARDS'S COMMENTS ON AUDITOR'S REPORTS:

We have reviewed the auditor's report for the financial year ending 2024, which includes a qualification regarding the absence of an audit trail in the accounting software used by the company.

We acknowledge the significance of this qualification and its implications for the integrity of our financial reporting and also like to state that we have enabled the audit trail feature from the next Financial Year i.e. 2024-25 in our accounting software to comply with Rule 3(1) of the Companies (Accounts) Rules 2014.

27. REPORTING OF FRAUDS BY AUDITORS:

In terms of Section 143(12) of the Companies Act, 2013, neither the Statutory Auditor nor the Secretarial Auditor has found any instances of frauds in the Company during the course of performance of their duties as such. This clause is therefore not applicable on the Company.

28. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

29. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

The management of your Company would like to share the highlights of its performance on the conservation of energy, technology absorption, foreign exchange earnings and outgo, as below:

CONSERVATION OF ENERGY/ RESOURCES:

The Company is continuously striving towards improving the energy conservation measures in all areas. Company ensures strict compliance with all the statutory requirements and has taken several sustainable steps voluntarily to contribute towards better environment. Few steps are listed below:

Conservation of natural resources like electricity, oil and fuel. Use of natural lighting and natural ventilation. Rainwater harvesting and water conservation; Reduce, reuse, recycle of waste and eco-friendly waste disposal.

TECHNOLOGY ABSORBTION:

With the globally changing business environment, it is necessary to have developed technology. The Company has undertaken various initiatives towards technology absorption and derived benefits like cost reduction, product improvement and product development etc.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign exchange earnings and outgo during the financial year 2023-24 is Nil.

30. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the provision of section 134(5) of the Companies Act 2013, your Directors confirmed that:

a. In the preparation of the Annual Accounts for the Financial year ended 31st March 2024, the applicable Accounting Standards have been followed and there is no material departure from the same;

b. The directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the State of affairs of the company as of 31st March, 2024 and of the profit of the company for that period.

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 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 devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

31.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During FY 2023-24, Company has entered into some transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, which were in the ordinary course of business and at arms' length basis. Further, the transactions were in accordance with the provisions of the Companies Act, 2013, read with rules framed thereunder and the SEBI (LODR) Regulations, 2015.

The details of the related party transactions as required under applicable accounting standard are set out in Notes to the financial statements.

The detail disclosure of these transactions in Form AOC- 2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as ANNEXURE “Form AOC 2 on page 75” to this Report.

33.ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The management has put in place effective Internal Control Systems to provide reasonable assurance for:

Safeguarding assets and their usage;

Maintenance of Proper Accounting Records;

Adequacy and Reliability of the information used for carrying on Business Operations.

The Audit Committee as well as the Board of Directors reviews the adequacy and effectiveness of internal financial controls with respect to the financial statements and suggests improvement for strengthening them, from time to time.

34.PERFORMANCE EVALUATION:

The Board of Directors formulated and adopted a Board Evaluation Framework for the period under review for evaluating the performance of the Board as whole, as a committee and as individual directors.

Pursuant to the said evaluation framework, the Board evaluated the performance its performance as well as of its committees and of individual directors for the Financial Year 2023 24 and consequent to such evaluation, it was of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated in the evaluation framework in its pro- growth activity and successfully faced challenging operational climatic and economic adversities during the year. Further the Individual Directors fulfilled their applicable responsibilities and duties laid down by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 and at the same time contributed with their valuable knowledge, experience and expertise to grab the opportunity and counter the adverse challenges faced by the Company during the year.

35.VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy, as part of the Vigil Mechanism to provide appropriate avenues to the Directors and Employees of the Company to bring to the attention of the management any issue which is perceived to be in the violation of or in conflict with the business interest of the company. During the year, there have been no complaints received.

36.REMUNERATION OF DIRECTORS:

NON- EXECUTIVE DIRECTORS: The Non- Executive Director shall be entitled to such sums as sitting fees as may be approved by the Board from time to time for all such meetings of the Board and/ or Committees as may be attended by them. Such sitting fees shall however be within the overall limits as prescribed under the Companies Act, 2013 read with the Rules framed thereunder. Presently, no sitting fees have been prescribed by the Board of Directors.

EXECUTIVE DIRECTORS: The Company shall pay remuneration by way of salaries, perquisites and allowances, fixed as well as variable to the Managing Director as well as Whole Time Directors. Such remuneration shall be subject to the provisions of Section 197 and other sections, if any, of the Companies Act, 2013 read with Schedule V of the Act.

If in any financial year, the Company has no profits or inadequate profits, such remuneration shall be in accordance with the provisions of Schedule V of the Act and if not in compliance thereof, prior approval of the Central Government shall be requisite.

The Key Managerial Personnel, Senior Managerial Personnel and other employees of the Company shall be paid monthly remuneration as per the Company's policy or as may be approved by the Nomination & Remuneration Committee. Disclosure under Section 197 of the Companies Act, 2013 is set out as ANNEXURE “Disclosure Under Section 197 of the Companies Act, 2013 on page 87” to this Report.

37.DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year under review, the Company has neither made any application, nor any application or proceeding are pending under the Insolvency and Bankruptcy Code, 2016.

38.CHANGES IN MEMORANDUM AND ARTICLE OF ASSOCIATION

During the year, there is no change in Memorandum and Article of Association of the Company.

39. TRANSFER OF SHARES:

During the year, no transfer has been taken place.

40.WEBSITE

As per Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements Regulations 2015, the Company has maintained a functional website namely “ https://asarfi.in” containing basic information about the Company. The website of the Company is containing information like Policies, Shareholding Pattern, Financial 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.

41.DETAILS OF APPLICATION MADE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

The company has not made any application or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

42.DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS

There is no such event in the company.

43.ACKNOWLEDGEMENT:

Your Board wishes to place on record its deep appreciation of Directors of your company for their immense contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which help your company take right decisions in achieving its business goals.

Your Board acknowledges with thanks the support given by suppliers, customers, Bankers, Government Authorities, Shareholders and Employees of the Company at all levels and looks forward for their continued support.

For and on behalf of the Board, ASARFI HOSPITAL LIMITED