DIRECTORS' REPORT

The Board of Directors ("Board") of AN LON HEALTHCARE LIMITED ("Company") with immense pleasure to present their Twelfths Annual Report on the business and operations of your Company for the financial year 2024-2025. This Report is being presented along with the audited financial statements for the year.

Sales & Profitability Review:

During the year, your company has achieved revenue from operation of Rs. 12,028.66 Lakh as compared to previous year revenue from operation of Rs. 6,658.37 Lakh. Profit after tax was Rs.2,062.45 Lakh during the year under review as compared to profit after tax of Rs. 965.71 Lakh of previous year. Your directors expect further growth of the company in the year to come.

Dividend

The Company has decided to sustain the growth in line with the long-term growth objectives of the company by retaining the profits and utilizing the same for opportunities in hand, therefore the company does not recommend any dividend.

Transfer to Reserve

The Board of Directors of your company transfer Rs. 2,062.45 Lakhs to the Reserve for the financial year.

Change in Nature of Business

During the year, the Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

Change in Registered Office

During the year under review, there is no change in the registered office of the Company.

Admission of Company's Securities at NSDL and CDSL

The company has applied for admission of Company's securities in the Depository system of Central Depository Services (India) Limited [CDSL] & National Securities Depository Limited [NSDL] to dematerialize the shares of the Company. All the shares of the company are dematerialised.

Alteration/Change in MOA & AOA

The company has adopted new set of Memorandum of Associations and Articles of Associations as per Companies Act, 2013 vide Special Resolution passed by the shareholder at the Extra Ordinary General Meeting held on August 03, 2024.

Further, the company has adopted new set of Articles of Associates for the planning for a Public Issue of its securities vide Special Resolution passed by the shareholder at the Extra Ordinary General Meeting held on August 03, 2024.

Change in Status of the Company from Private to Public

The Company was converted into a public limited Company pursuant to a special resolution passed by the shareholders at the Extra Ordinary General Meeting held on August 03, 2024 and consequently the name of the Company was changed from ANLON HEALTHCARE PRIVATE LIMITED TO ANLON HEALTHCARE LIMITED and a fresh certificate of incorporation was issued by the Registrar of Companies, dated September 02, 2024.

SHARE CAPITAL Authorized Share Capital

The authorized share capital of the company is Rs.550,000,000 (Rupees Fifty-Five Crore Only) divided into 5,50,00,000 (Five Crore Fifty Lakh) Equity Shares of Rs.10/- each.

Change in Authorized Share Capital

The authorized share capital has increased from Rs. 160,000,000 (Rupees Sixteen Crore Only) divided into 1,60,00,000 (One Crore Sixty Lakh) Equity Shares of Rs.10/- each to Rs.550,000,000 (Rupees Fifty Five Crore Only) divided into 5,50,00,000 (Five Crore Fifty Lakh) Equity Shares of Rs.10/- each by creation of additional 3,90,00,000 (Three Crore Ninety Lakh) Equity Shares of Rs.10/- each through special resolution passed by the shareholder at Extra Ordinary General Meeting held on June 20, 2024.

Issued, Subscribed and Paid-Up Share Capital

The issued, subscribed and paid-up share capital of the company is Rs.398 515 000 (Rupees Thirty-Nine Crore Eighty-Five Lakhs Fifteen Thousand Only) divided 'into 3,98,51,500 (Three Crore Ninety-Eight Lakh Fifty-One Thousand Five Hundred) Equity Shares of Rs.10/-each.

Change in issued, subscribed and paid-up share capital

The paid-up share capital of the company increased from Rs. 160,000,000/- (Rupees Sixteen Crore Only) divided into 1,60,00,000 (One Crore Sixty Lakhs) Equity Shares of Rs.10/- each to Rs.360,000,000/- (Rupees Thirty-Six Crore Only) divided into ,(^{Three Crore Sixt}y Lakhs) equity shares of Rs.10/- each by issuing 2,00,00,000 (Two Crore) equity shares of Rs.10/- by way of right.

Further, the paid-up share capital of the company increased from Rs.360,000,000/-(Rupees Thirty-Six Crore Only) divided into 3,60,00,000 (Three Crore Sixty Lakhs) equity shares of Rs.10/- each to Rs.398,515,000/- (Thirty-Nine Crore Eighty-Five Lakhs Fifteen Thousand Only) divided into 3,98,51,500 (Three Crore Ninety-Eight Lakhs Fifty-One Thousand Five Hundred) equity shares of Rs.10/- each by way of allotment through Private Placement of Shares vide board Resolutions passed on July 30, 2024.

Significant and Material Orders

The Registrar of Companies issued a fresh certificate of Incorporation consequent to conversion of Private Limited to Public Limited on September 02, 2024.

Except above, there are no significant and material orders passed by the regulators or courts or tribunals except herein above mentioned.

Proposed Initial Public Offer

The Company proposes to list its equity shares on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") to raise fund by way of Initial Public Offer. The company has filed Draft Red Herring Prospectus (DRHP) with BSE, NSE and SEBI and the company has received in-principal approval from BSE, NSE and SEBI on June 17, 2025, June 17, 2025 and July 17, 2025 respectively.

Material Changes and Commitments During the year

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

Excluding Section 8 Company, Struck off Company, Amalgamated Company and LLPs.

** Committee includes Audit Committee, and Stakeholders' Relationship Committee across all Public Companies including our Company.

During the period up to this Report, the following changes have made in the composition of Board of the Company:

• Mrs. Mamata Punitkumar Rasadia (DIN: 10689587), appointed as a Non-Executive Director w.e.f. July 15, 2024 in the Extra Ordinary General Meeting.

• The designation has been changed of Mr. Punitkumar Rameshbhai Rasadia (DIN: 06696258) from Managing Director to Chairman and Managing Director w e f July 15, 2024 in the Extra Ordinary General Meeting.

• The designation has changed of Mr. Meet Atukumar Vachhani (DIN: 06695053) from Director to Whole Time Director w.e.f. July 15, 2024 in the Extra Ordinary General Meeting.

• Mr. Krishna Murty Kannepalli (DIN: 10690721), appointed as a Non-Executive & Independent Director w.e.f. August 03, 2024 in the Extra Ordinary General Meeting.

• Mr. Anandbhai Natwerlal Katkoria (DIN: 10728186), appointed as a Non-Executive & Independent Director w.e.f. August 03, 2024 in the Extra Ordinary General Meeting.

• Mr. Shailesh Kantilal Thakkar (DIN: 00294480), appointed as a Non-Executive & Independent Director w.e.f. August 03, 2024 in the Extra Ordinary General Meeting.

Disclosure by Directors:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP-1, intimation under Section 164(2) i.e. in Form DIR-8 and declaration as to compliance with the Code of Conduct of the Company.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

Meetings of the Board of Directors

During the current financial year, the Board of Directors of the Company duly met 18 (Eighteen) times on following dates:

Proper notices were given and the proceedings were properly recorded and signed in the Minutes Book as required by the Articles of Association of the Company and the Act. Required quorum was present during each board meeting held during the year.

General Meetings

During the year under review, the following General Meetings were held, the details of which are given as under:

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made thereunder, the Company has Three Non-Executive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. All the Independent Directors of the Company have registered themselves in the Independent Director Data Bank. Further, In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

Mr. Krishna Murty Kannepalli (DIN: 10690721) was appointed as a Non-Executive & Independent Director for 5 Years w.e.f. August 03, 2024 at the Extra-Ordinary General Meeting of the company held on August 03, 2024.

Mr. Anandbhai Natwerlal Katkoria (DIN: 10728186) was appointed as a Non-Executive & Independent Director for 5 Years w.e.f. August 03, 2024 at the Extra-Ordinary General Meeting of the company held on August 03, 2024.

Mr. Shailesh Kantilal Thakkar (DIN: 00294480) was appointed as a Non-Executive & Independent Director for 5 Years w.e.f. August 03, 2024 at the Extra-Ordinary General Meeting of the company held on August 03, 2024.

Formal Annual Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, its committees and individual Directors pursuant to the requirements of the Act and the Listing Regulations.

Further, the Independent Directors, at their exclusive meeting held on March 27, 2025 during the year reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Companies Act, 2013.

Formal Updation Programs for Independent Directors:

The Company conduct familiarization and updation programs for independent directors on need basis. Conducted by knowledgeable persons from time to time.

Retirement by Rotation and Subsequent Re-Appointment

Mr. Meet Atulkumar Vachhani, Whole Time Director of the company, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The relevant details, as required . under Secretarial Standard, of the person seeking re-appointment as Director are also provided in Notes to the Notice convening the 12^th Annual General meeting.

\ ^c V /

During the year, the Company has appointed Mr. Punitkumar Rameshbhai Rasadia as

Chairman & Managing Director of the Company (KMP) w.e.f. July 15, 2024.

During the year, the Company has appointed Mr. Meet Atulkumar Vachhani as Whole

Time Director of the Company (KMP) w.e.f. July 15, 2024.

During the year, the Company has appointed Mr. Hiteshkumar Bavanjibhai Makwana as

Chief Financial Officer of the Company (KMP) w.e.f. August 21, 2024.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the

best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had 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 or loss of the Company for that year;

c) The Directors had 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;

d) The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Committees Of Board

The Board of Director has constituted following Committees vide Board Resolution

passed on August 26, 2024:

Nomination and Remuneration Committee:

A Nomination and Remuneration Committee (NRC) is a board-level committee responsible for developing and recommending policies related to director and executive compensation, as well as identifying and evaluating potential board members and senior management. It plays a crucial role in corporate governance by ensuring fair and transparent compensation practices and helping to build a strong leadership team. Composition of the Nomination and Remuneration Committee:

Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 is covered under The Policy on NRC [Nomination and Remuneration Committee] can be accessed on the Company website:

https://www.anlon.in/uploads/catalogues/1727266156. nomination%20and% 20remuneration%20policy.pdfStakeholders' Relationship Committee:

A Stakeholders Relationship Committee (SRC) is a committee formed by a company's Board of Directors to manage and improve relationships with stakeholders, particularly shareholders and other security holders. Its main objective is to address and resolve their grievances. It is a mandatory committee for companies with a significant number of security holders. Composition of the Stakeholders' Relationship Committee:

Risk Management Committee:

A Risk Management Committee (RMC) is a body established by a board of directors to oversee and advise on an organization's risk management framework and practices. Its primary purpose is to assist the board in fulfilling its oversight responsibilities related to risk. Composition of the Risk Management Committee:

Internal Complaints Committee:

An Internal Complaints Committee (ICC) is a mandatory body established by organizations to address and redress complaints of sexual harassment at the workplace. It's ³ grievance redressal forum designed to ensure a safe and respectful work environment for all employees. Composition of the Internal Complaints Committee:

Corporate Social Responsibility Committee:

Corporate Social Responsibility (CSR) refers to a business approach where companies integrate social and environmental concerns into their operations and interactions with stakeholders, going beyond legal obligations. It's a voluntary commitment to operate in ways that enhance society and the environment. CSR initiatives can encompass various areas, including environmental protection, ethical labour practices, community engagement, and philanthropic activities. Composition of the Corporate Social Responsibility Committee:

The Policy on CSR [Corporate Social Responsibilities] can be accessed on the Company website:

https://www.anlon.in/uploads/catalogues/1727417229.corporate%20social%20responsi

bility%20policy.pdf

The Annual Report on CSR activities is appended under 'Annexure-III' to the Board's Report.

Vigil Mechanism:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013, the Company has established a "Vigil Mechanism" incorporating whistle blower policy in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for employees and Directors of the Company, for expressing the genuine concerns of unethical behaviour, actual or suspected fraud or violation of the codes of conduct by way of direct access to the Chairman/ Chairman of the Audit Committee. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Policy on Vigil Mechanism and whistle blower policy as approved by the Board may be accessed on the Company's website at the link

https://www.anlon.in/uploads/catalogues/1727266363.vigil%20mechanism_whistle%20

blower%20policy%20for%20directors%20and%20employees.pdf.

Public Deposits

The Company has not accepted any Fixed Deposits from the public and it is therefore not required to comply with the requirement under Non-Banking Non-Financial Companies (Reserve Bank) Directions, 1996 and Companies (Acceptance of Deposits) Rules, 1975.

Particulars of Loans, Guarantees or Investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

Finance

During the period up to this report, company has been utilizing cash credit/term loan facilities from the Bank and the Company has been regular in payment of interest as well as instalments as per schedule to Banks.

Annual Return

A copy of the annual return as provided under Section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Company's website and can be accessed at

https ://www.anion. in/reports.php?subid = ll&name=Annual-Return

Contract of Arrangement with Related Party Transactions

All the Related Party Transactions entered into during the financial year were on an Arm's Length basis and in the Ordinary Course of Business. The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is attached as Annexure- I forms part of this Report.

The details of the related party transactions for the financial year 2024-25 is given in notes of the financial statements which is part of Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at

https://www.anlon.in/uploads/catalogues/1727266302.policy%20on%20related%20part

y%20transactions.pdf

Particulars of Employee

None of the Employee has Received Remuneration Exceeding the Limit as Stated in Rule 5(2) °f the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

Conservation of Energy and Technology Absorption and Foreign Exchange Earnings & Expenditure

The Company has complied with the applicable provisions regarding Conversion of energy, technology absorption and foreign exchange earnings and outgoing as required pursuant to section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014. The annexure is attached herewith as Annexure - II.

Subsidiaries, Associates and Joint Venture Company

During the year under review, the Company does not have any Subsidiaries, associate or joint venture.

Sexual Harassment of Women at Workplace

In order to prevent sexual harassment of women at workplace, a legislation - The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 was notified on December 09, 2013. Under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any woman employee.

Your Company has adopted a policy for prevention of Sexual Harassment of Women at Workplace and constituted an Internal Complaints Committee (ICC).

During the financial year, the Company has not received a single complaint on sexual harassment.

Secretarial Standards of ICSI

Pursuant to provisions of section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs, wherever applicable.

Risk Management

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

Internal Financial Control Systems and Their Adequacy

The Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition.

The Company has put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company's internal controls over financial reporting was observed.

Board's Policies

During the year Board has formulate various policies. It is set of written guidelines that provide direction for an organization's operations, ensuring alignment with its values and goals. They outline the board's expectations, rules, and regulations, guiding decisionmaking and actions at all levels. These policies are crucial for effective governance, risk management, and achieving desired organizational outcomes. Followings are policies formed by the Board:

> Code of Conduct for Directors and Senior Management

> Code of Fair Disclosure

> Dividend Distribution Policy

> Familiarization Program for Independent Directors

> Health Safety and Environment Policy

> Internal Procedures and Conduct for Prevention of Insider Trading

> Nomination and Remuneration Policy

> Policy for Archival of Documents

> Policy for Determination of Material Events and Disclosure

> Policy for Determination of Material Subsidiaries

> Policy on Diversity on Board

> Policy on Evaluation of Board and Independent Directors

> Policy on Identification of Material Creditors and Material Litigations

> Policy on Prevention of Sexual Harassment at Workplace

> Policy on Related Party Transactions

> Policy on Succession Planning for Board and Senior Management

> Policy on Terms of Appointment of Independent Directors

> Vigil Mechanism Whistle Blower Policy for Directors and Employees

> Corporate Social Responsibility Policy

> Risk Management Policy

Statutory Auditor and their Report

Your company appointed M/s Kushal Dave &Associates as a Statutory Auditor for the term of 5 years and to hold office till the conclusion of Fifteenth Annual General Meeting which will be held in the year 2028. The Statutory Auditor has confirmed their eligibility and submitted the certificate that they are not disqualified to hold the office of the Statutory Auditor.

M/s. KAUSHAL DAVE & ASSOCIATES, Chartered Accountants have given their consent to act as the Auditors of the Company and have confirmed that the said appointment, if made, will be in accordance with the conditions prescribed under Sections 139 and 141 of the Act.

M/s. KAUSHAL DAVE & ASSOCIATES, Chartered Accountants, have confirmed that they have not been disqualified to act as Statutory Auditors of the Company and that their appointment is within the maximum ceiling limit as prescribed under Section 141 of Companies Act, 2013 / relevant statute.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force). The Auditors' Report for the Financial Year ended March 31, 2025, does not contain any qualification, reservation or adverse remark. Further the Auditors' Report being self - explanatory does not call for any further comments from the Board of Directors.

Secretarial Audit

In presently, the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act’), read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force], are not applicable to the company. However, as a good corporate practice, the Company wish to appoint M/s K.P. Ghelani & Associates, Company Secretaries (Mem No. A33400) for the year 2025-2026 to 2029-2030, for a term of five consecutive years.

Cost Auditor and Maintenance of Cost Record

Pursuant to the provisions of section 148 of the Act, the Board of Directors on the recommendation of the Audit Committee has appointed M/s M. C. Bambhroliya & Associates, Cost Accountants (Mem. No. 33005) as the cost auditor of the Company for the financial year ending on March 31, 2025 and have recommended their remuneration to the members for ratification at the ensuing AGM. Accordingly, a resolution seeking members ratification for the remuneration payable to the cost auditor forms part of the Notice of the ensuing AGM.

The cost auditor has furnished the eligibility certificate along with his consent to such appointment in terms of the relevant provisions of the Act read with Rules framed thereunder. The Audit Committee has also received a certificate from the cost auditor certifying their independence and arm's length relationship with the Company.

As per the provisions of section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and accordingly, such accounts and records are maintained.

The company has appointed M/s M. C. Bambhroliya & Associates, Cost Accountants as a Cost Auditor of the Company for the year 2025-2026.

Internal Auditor

The Company has appointed, Mr. Parth Sanjaybhai Udani proprietor of M/s. P S Udani & Associates, Chartered Accountants, as the Internal Auditor of the Company for the financial year 2025-2026.

Human Resource Development and Industrial Relations

The Company believes that its human resources are one of the most crucial assets and critical enablers of the Company's growth. To that extent, the Company engages with its employees to hone their skill sets and equip them with knowledge and know-how. It is also deeply invested in establishing its brand name to attract and retain the best talent in the market.

During the period under review, employee relations continued to be healthy, cordial, and harmonious at all levels, and the Company aims to maintain such relations with the employees going forward as well.

Website

The Company has maintained a functional website https://www.anlon.in containing information about the Company.

The Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year

During the Financial Year, there was no application made and proceeding initiated / pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against the Company. As on the date of this report, there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016.

Acknowledgements

Your director's wish to place on record their sincere appreciation for significant contributions made by thejemployees at all levels through their dedication, hard work and commitment, enabling-£fte\Company to achieve good performance during the year under review. / -----sCA