Directors Report of Aayush Art and Bullion Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 16^th Directors'' Report on the business and
operations of AAYUSH ART AND BULLION LIMITED (The Company) together with the
Audited Financial Statements of Accounts of the Company for the Financial Year ended
March 31, 2025

1. Financial Result:

(Amount in Lakhs)

Particular	FY 2024-25	FY 2023-24
Total Income	7378.28	774.40
Total Expenditure	7137.04	751.23
Profit / (Loss)
Before Tax	241.24	23.17
Less: Tax Expense
Current Tax	(61.45)	(8.33)
Tax of Earlier Period Provided/ Written back	_-	11.00
Deferred Tax	0.88	0.39
Profit / (Loss) After Tax	180.68	26.23
Earning per Equity Share (Face Value Rs. 10)
Basic	1.29	0.41
	1.29	0.27

Diluted

2. STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:

During the Financial Year ended 31st March, 2025, the Company has recorded total revenue
of INR 7377.23 Lakhs/- (Indian Rupees Seven Hundred Seventy Four Lakh Forty Thousand
Only) as against INR 733.20 Lakhs/- in the previous year,

Further, During the reporting period the Company has earned Net Profit of INR 180.68 /-Lakhs
as against INR 26.23 /-Lakhs in the previous year.

3. SHARE CAPITAL STRUCTURE OF THE COMPANY:

AUTHORIZED CAPITAL:

During the year under review, the Authorized Share Capital from is Rs. INR 17,00,00,000
(Indian Rupees Seventeen Crore only) divided into 1,70,00,000 (One Crore Seventy Lakh Only)
Equity Shares of Rs. 10 each.

PAID UP CAPITAL AND CHANGES THEREON, IF ANY:

The Issued, Subscribed and Paid-up capital is Rs. 15,31,21,750 /- (Rupees Fifteen Crore Thirty-
One Lakh Twenty-One Thousand Seven Hundred Fifty only) divided into 1,53,12,175 (One
Crore Fifty-Three Lakh Twelve Thousand One Hundred Seventy-Five) equity shares of Rs. 10/-
(Rupees Ten only) each. Which was increased from Rs. 12,41,21,750 /- (Twelve Crore Forty-
One Lakh Twenty-One Thousand Seven Hundred Fifty) divided into 1,24,12,175(One Crore
Twenty-Four Lakh Twelve Thousand One Hundred Seventy-Five) equity shares of Rs. 10/-
(Rupees Ten only) each.

4. DEPOSITS:

During the reporting period, your Company has not accepted any deposits, falling within the
meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits)
Rules, 2014

5. DIVIDEND

The Board of Directors did not recommend any dividend for the year.

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

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no
dividend declared and paid last year.

7. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

The Company has transferred ^180.67 lakhs from its profit to retained earnings.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the financial year under review, there was no change in the nature of the business of the
Company.

9. REVISION OF FINANCIAL STATEMENT, IF ANY:

There was no revision in the financial statements of the Company.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of the Company was duly constituted in accordance with the provisions of the
Companies Act, 2013. As on the date of the report, your company has the following Directors
and Key Managerial Personnel:

S. No	Name of Director	Designation	DIN/ PAN	Date of Appointment	Date of Resignation
1	Maulik Rajendrabhai Shah	Managing Director	07578813	13/03/2024
2	Piyush Parmar	Director	09634827	13.03.2024	-
3	Bhavnaben Prahaladbhai Trivedi	Additional Director	11048317	21/05/2025
4	Afsar Khan Ismail	Independent Director (Additional Director)	11189994	16/07/2025
5	Dharmesh Pravinbhai Sanghvi	Independent Director (Additional Director)	10297944	04/09/2025

Bhagyashri

shyambihari

agrawal

CFO

AURPA9823

07/07/2025

Mr. Pankaj
Kumar Rawat

Company
Secretary &
Compliance
Officer

AVMPR0513N

24/01/2024

Ms. Punam Anil
Mohod

Additional

Woman

Director

10692712

04.07.2024

21.05.2025

During the year under review following Changes were made in Board of Directors and KMP of
the Company

â¢ Mr. Mahavir Rameshchandra Chudasama (DIN: 10429758) resigned from the post Director
with effect from 24th November, 2024.

â¢ Mr. Pradipbhai Rathod (DIN: 10429763) resigned from the post Director with effect from
16th July, 2025.

â¢ Mr. Hirwani Jayantibhai Vaghela (DIN: 10168242) resigned from the post executive Director
with effect from 04" April, 2024.

â¢ Ms. Jagrutiben Deepakbhai Parmar (DIN: 09588467) from the Position of Non- Executive
Director with effect from 04" April, 2024.

â¢ Mrs. Punam Anil Mohod (DIN: 10692712) Appointed as Additional Woman Director in the
category of Non-Executive Director of the Company with effect from 04th July, 2024

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year under review 15 (Fifteen) meetings of the Board of Directors were held.
The dates on which the said meetings were held:

â¢ 04-04-2024

â¢ 25-04-2024

â¢ 06-05-2024

â¢ 30-05-2024

â¢ 04-06-2024

â¢ 04-07-2024

â¢ 09-07-2024

â¢ 16-07-2024

â¢ 20-07-2024

â¢ 21-08-2024

â¢ 24-08-2024

â¢ 07-11-2024

â¢ 14-11-2024

â¢ 07-12-2024

â¢ 29.03.2025

The intervening gap between any two Meetings was within the period prescribed under the SEBI
(LODR) Regulations, 2015 and Companies Act, 2013.

12. BOARD COMMITTEES:

At present, the Board has following Three (3) Committees:

â¢ Audit Committee

â¢ Nomination & Remuneration Committee

â¢ Stakeholder Remuneration Committee.

The Composition of these Committees and relative compliances are in line with the applicable
provisions of the Companies Act, 2013 read with the Rules and applicable provisions of the
Listing Regulations.

The terms of reference of these Committees are determined by the Board and their relevance
reviewed from time to time. Meetings of each of these Committees are convened by the
respective Chairperson of the Committee. The Board supervises the execution of its
responsibilities by the Committees and is responsible for their action. The minutes and
proceedings of the meetings of all Committees are placed before the Board for review from time
to time. The Minutes of the Committee Meetings are sent to all members of the Committee
individually and are placed before the Board for review from time to time.

AUDIT COMMITTEE:

The Audit Committee of the Board is responsible for oversight of the Companyâs financial
reporting process and the disclosure of its financial information to ensure that the financial
statements are correct, adequate and credible; and for reviewing the annual financial statements
before submission to the Board. The Committee periodically reviews the adequacy of internal
control systems.

The Committee reviews the financial and risk management policies of the Company.

During the year under review, 2 (Two) meetings of the Audit Committee were convened and
held on the dates mentioned below: ¹

The maximum interval between any two meetings did not exceed 120 days.

The detail of the composition of the Audit Committee along with their meetings held/attended
is as follows:

Name of the Director	Category	No. of Meeting eligible to Attend	No. of Meeting Attended
Mahavir Rameshchandra¹ Chudasama	Chairman (NonÂ¬ Executive Independent Director)	02	02
Pradipbhai Rathod**	Chairman (NonÂ¬ Executive Independent Director)	02	02
Piyush Parmar	Member (Non-Executive Director)	02	02
Afsar Khan Ismail***	Member ((Non-Executive Independent Director)	-	-

*Mr. Mahavir Rameshchandra Chudasama resigned from the Company w.e.f. 25-11-2024 and
ceased to be the member of the Committee.

**Mr. Pradipbhai Rathod resigned as Non- Executive Independent Additional Director w.e.f.

16.07.2025 and become the member of the Committee.

*** Mr. Afsar Khan Ismail appointed from the Company w.e.f. 28.04.2025 and ceased to be a
member of the Committee.

NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board duly constituted Nomination
and Remuneration Committee and have laid down the following criteria:

1. Criteria for nomination as Director, Key Managerial Personnel and Independence of a
Director:

2. Criteria for determining Remuneration of Directors, Key Managerial Personnel and Senior
Management and Other Employees of the Company.

3. Evaluation of the performance of members of the Board of Directors and Key Managerial
Personnel.

During the year under review, one (1) meeting of the Nomination and Remuneration Committee
were convened and held on the dates mentioned below: ²

The detail of the composition of the Nomination and Remuneration Committee along with their
meetings held/attended is as follows:

Name of the Director	Category	No. of Meeting eligible to Attend	No. of Meeting Attended
Mahavir Rameshchandra* Chudasama	Chairman (NonÂ¬ Executive Independent Director)	01	01
Pradipbhai Rathod**	Chairman (NonÂ¬ Executive Independent Director)	01	01
Piyush Parmar	Member (Non-Executive Director)	01	01
Afsar Khan Ismail***	Member ((Non-Executive Independent Director)	-	-

*Mr. Mahavir Rameshchandra Chudasama resigned from the Company w.e.f. 25-11-2024 and
ceased to be the member of the Committee.

**Mr. Pradipbhai Rathod resigned as Non- Executive Independent Additional Director w.e.f.

16.07.2025 and become the member of the Committee.

*** Mr. Afsar Khan Ismail appointed from the Company w.e.f. 28.04.2025 and ceased to be a
member of the Committee.

STAKEHOLDER RELATIONSHIP COMMITTEE:

Pursuant to Section 178(5) of the Companies Act, 2013, the Board duly constituted Stakeholder
Relationship Committee to look into the redressal of complaints of investors such as transfer or
credit of shares, non-receipt of dividend/notices/annual reports, etc.

During the year under review, One (1) meeting of the Stakeholder Relationship Committee was
convened and held on March 29, 2025.

The detail of the composition of the Stakeholders Relationship Committee along with their
meetings held/attended is as follows:

Name of the Director	Category	No. of Meeting	No. of
		eligible to	Meeting
		Attend	Attended

Mahavir Rameshchandra* Chudasama	Chairman (NonÂ¬ Executive Independent Director)	01	01
Pradipbhai Rathod**	Chairman (NonÂ¬ Executive Independent Director)	01	01
Piyush Parmar	Member (Non-Executive Director)	01	01
Afsar Khan Ismail***	Member ((Non-Executive Independent Director)	-	-

*Mr. Mahavir Rameshchandra Chudasama resigned from the Company w.e.f. 25-11-2024 and
ceased to be the member of the Committee.

**Mr. Pradipbhai Rathod resigned as Non- Executive Independent Additional Director w.e.f.

16.07.2025 and become the member of the Committee.

*** Mr. Afsar Khan Ismail appointed from the Company w.e.f. 28.04.2025 and ceased to be a
member of the Committee.

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF
THE COMPANY:

There were no material changes and commitments accured from the end of financial year upto this
report that may affect financial position of the Company.

However, Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, we wish to inform that material changes have occurred after the close of the
financial year ended March 31, 2024, which are likely to affect the financial position of the Company.
The Board of Directors, at its meeting held on July 20, 2024, approved the allotment of 23,00,000
(Twenty-Three Lakhs) fully convertible equity warrants on a preferential basis to promoters at an
issue price of Rs. 112.60/- per warrant (comprising Rs. 28.15 as warrant subscription price and Rs.
84.45 as warrant exercise price), aggregating to Rs. 25.89 crores. The Company has received Rs. 6.47
crores as 25% upfront warrant subscription money. Each warrant is convertible into one fully paid-
up equity share of face value Rs. 10/- each. Additionally, the Board approved the cancellation of
30,00,000 convertible warrants originally issued on January 16, 2023, due to non-exercise within the
prescribed period. Pursuant to receipt of the balance 75% consideration (Rs. 84.45 per warrant), the
Company allotted 9,00,000 and 14,00,000 equity shares respectively at Rs. 112.60 per share,
including a premium of Rs. 102.60 per share. Following these allotments, the Companyâs paid-up
equity share capital increased from Rs. 13,91,21,750 (comprising 1,39,12,175 equity shares) to Rs.
15,31,21,750 (comprising 1,53,12,175 equity shares). Further, the Board approved a proposal to raise
funds through a rights issue of equity shares for an amount not exceeding Rs. 49.50 crores, subject to
receipt of regulatory and shareholder approvals.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE
COMPANIES ACT, 2013:

Particulars of loan given, investment made, guarantees given and security provided under Section 186
of the Companies Act, 2013, if any, are provided in the notes of financial statement.

15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

According to Section 134(5) (e) of the Companies Act, 2013, the term âInternal Financial Control
(IFC)â means the policies and procedures adopted by the Company for ensuring the orderly and
efficient conduct of its business, including adherence to the companyâs policies, safeguarding of its
assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting
records and timely preparation of reliable financial information. The company has a well-placed,
proper and adequate Internal Financial Control System which ensures that all the assets are
safeguarded and protected and that the transactions are authorized recorded and reported correctly.
To further strengthen the internal control process, the company has developed the very comprehensive
compliance management tool to drill down the responsibility of the compliance from the top
management to executive level.

The compliance relating to Internal Financial controls have been duly certified by the statutory
auditors.

16. CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Corporate Social Responsibility are not applicable on the Company. Therefore,
Company has not developed and implemented any Corporate Social Responsibility Initiatives as
provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy) Rules, 2014.

17. CORPORATE GOVERNANCE:

Provisions of Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 are not applicable to the Company. Hence, report on Corporate
Governance is not annexed.

18. HUMAN RESOURCES:

The Management has a healthy relationship with the officers and the Employee.

19. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board
committees and individual directors pursuant to the provisions of the Act and the corporate
governance requirements as prescribed by Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations 2015 (âSEBI Listing Regulationsâ).

The performance of the Board was evaluated by the Board after seeking inputs from all the directors
on the basis of the criteria such as the board composition and structure, effectiveness of board
processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees, effectiveness
of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the individual Director to
the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on
the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors,
performance of the board as a whole and performance of the chairman was evaluated, taking into
account the views of executive directors and non-executive directors. The same was discussed in the
board meeting that followed the meeting of the independent directors, at which the performance of
the board, its committees and individual directors was also discussed. Performance evaluation of
independent directors was done by the entire board, excluding the independent director being
evaluated.

The Board evaluated the performance of Independent Directors and Individual Directors considering
various parameters such as their familiarity with the Company''s vision, policies, values, code of
conduct, their attendance at Board and Committee Meetings, whether they participate in the meetings
constructively by providing inputs and provide suggestions to the Management/Board in areas of
domain expertise, whether they seek clarifications by raising appropriate issues on the presentations
made by the Management/reports placed before the Board, practice confidentiality, etc. It was
observed that the Directors discharged their responsibilities in an effective manner. The Directors
possess integrity, expertise and experience in their respective fields.

20. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2)
& (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Disclosure pertaining to remuneration and other details as required under Section 197 of the
Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given in âAnnexure-VIIâ to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the
Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate
annexure forming part of this report.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES:

During the year, there is no transaction entered with related parties referred to in Section 188(1) of
the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014. Therefore there
is no requirement to attached Form AOC-2 in Annexure âVâ Related party transactions if any, are
disclosed in the notes to financial statements.

22. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2024-25, the Auditors have not reported any matter under section 143(12)
of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca)
of the Companies Act, 2013.

23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the reporting period, the Company has no subsidiary/associates/Joint Venture. Hence,
provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated
financial statements are not applicable.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI
(Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated
Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management
about the unethical behavior, fraud or violation of Companyâs code of conduct. The mechanism
provides for adequate safeguards against victimization of employees and Directors who use such
mechanism and makes provision for direct access to the chairman of the Audit Committee in
exceptional cases.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANYâS OPERATIONS IN FUTURE:

During the period under review no material orders have been passed by the regulators or courts or
tribunals impacting the going concern status and companyâs operations in future.

26. DIRECTORSâ RESPONSIBILITY STATEMENT:

(a) Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to
Directors Responsibilities Statement, it is hereby confirmed:

(b) That in the preparation of the annual accounts for the financial year ended 31st March, 2025 the
applicable accounting standards had been followed along with proper explanation relating to
material departures;

(c) That the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 the year review;

(d) That 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;

(e) That the directors had prepared the annual accounts for the financial year ended 31st March, 2025
on a going concern basis;

(f) That the directors had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively and

(g) That the directors had devised proper system to ensure compliance with the provisions of all
applicable laws and that such system were adequate and operating effectively.

27. AUDITORS & AUDITORâS REPORT:

Statutory Auditor:

M/s Kapish Jain & Associates, Chartered Accountants (FRN 022743N), were appointed as the
Statutory Auditors of the Company for a term of five (5) consecutive years at the Annual General
Meeting held on June 29, 2025. Their tenure is effective from April 1, 2024, to March 31, 2029, at a
remuneration plus applicable taxes and out-of-pocket expenses as may be decided by the Board of
Directors from time to time.

There are no qualifications, reservation or adverse remark or disclaimer made by the Statutory
Auditors in their Report.

Auditorâs Report

The Auditorâs Report for financial year ended March 31, 2025, does not contain any qualification,
reservation or adverse remarks. All Observations made in the Independent Auditorsâ Report and
Notes forming part of the Financial Statements are self-explanatory and do not call for any further
comments and also, there is no incident of fraud requiring reporting by the auditors under section
143(12) of the Companies Act, 2013 during the year. The Auditorâs report is enclosed with the
financial statements in this Auditorâs Report.

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 has appointed
M/s Sulabh Jain & Associates, Practicing Company Secretaries, to undertake the secretarial audit of
the Company for the Financial Year 2024-2025.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st March, 2025 does not contain any
qualification, reservation or adverse remark. A copy of the Secretarial Audit Report (Form MR-3) as
provided by the Secretarial Auditor has been annexed to the Report. (Annexure-VIII).

Secretarial Audit Report (Form MR-3) provided by secretarial auditor is self-explanatory
Cost auditors:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act,
2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is
not applicable to the Company.

Internal auditors

The Company has complied with the requirement of the section 138 of the Companies Act, 2013 read
with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act.

The Company has appointed M/s Appa & Associate, Chartered Accountants (FRN: 141467W), to
undertake the Internal audit of the Company for the Financial Year 2024-2025.

28. EXTRACT OF THE ANNUAL RETURN

The extract of annual return under Section 92(3) of the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration) Rules, 2014 is available on the website of the
Company at www.akmlace.com

29. FAMILIARISATION PROGRAMMES

programme upon induction of new Directors, as well as other initiatives to update the Directors on a
continuing basis. The familiarization programme for Independent Director is disclosed on the
Companyâs website www.akmlace.com

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Managementâs Discussion and Analysis Report for the year under review, as stipulated under
regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure
Requirement) Regulation, 2015 is annexed to this Annual Report as âAnnexure - IXâ.

31. CODE OF CONDUCT:

Commitment to ethical professional conduct is a must for every employee, including Board Members
and Senior Management Personnel of the Company. The Code is intended to serve as a basis for
ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each
individual in the organization must know and respect existing laws, accept and provide appropriate
professional views, and be upright in his conduct and observe corporate discipline. The duties of
Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also
forms part of the Code of Conduct. All Board Members and Senior Management Personnel affirm
compliance with the Code of Conduct annually.

32. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK
PLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end,
has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has
complied with provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which
redresses complaints received on sexual harassment. During the financial year under review, the
Company has not received any complaints of sexual harassment from any of the women employees
of the Company.

33. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 2016 DURING THE YEAR ALONGWITH
THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the reporting period, no application made or any proceeding is pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016).

34. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING

LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS
THEREOF:

During the reporting period, no such valuation has been conducted in the financial year.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2014
read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at âAnnexure-IXâ.

36. RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are
present which may threaten the existence of the company. During the year, your Directorâs have an
adequate risk management infrastructure in place capable of addressing those risks. The company
manages monitors and reports on the principal risks and uncertainties that can impact its ability to
achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures
periodically. The companyâs management systems, organizational structures, processes, standards,
code of conduct and behaviour together form a complete and effective Risk Management System
(RMS).

37. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading
in securities by the Directors and certain designated employees of the Company. The Code requires
pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company
shares by the Directors and designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the trading window is closed. The
Board is responsible for implementation of the Code. All Board Directors and the designated
employees have confirmed compliance with the Code.

38. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE

None of the Directors are related to each other.

39. SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and
Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company will
comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India
(ICSI) as and when they are made mandatory.

40. CAUTIONARY NOTE

The statements forming part of the Boardâs Report may contain certain forward looking remarks
within the meaning of applicable securities laws and regulations. Many factors could cause the actual
results, performances or achievements of the Company to be materially different from any future
results, performances or achievements that may be expressed or implied by such forward looking
statements.

41. STATEMENT ON OTHER COMPLIANCES

Your Directorâs state that no disclosure or reporting is required in respect of the following items as
there were no transactions on these items During the reporting period:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;

c. Issue of shares (including sweat equity shares) to employees of the Company.

d. Neither the Managing Director nor any of the Whole-time Directors of the Company receive

any remuneration or commission.;

42. WEBSITE OF THE COMPANY:

Your Company maintains a website www.akmlace.com where detailed information of the Company
and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 have been provided.

43. ANNUAL RETURN

Pursuant to the provision of Section 92(3) of the Companies Act, 2013 read with Rule 12 (1) of the
Companies (Management and Administration) Rules, 2014, the annual return as on 31st March 2025
will be available on the website of the Company i.e., at www.akmlace.com

44. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS

There were no significant and material order passed by the regulators or Courts or Tribunal''s
impacting the going concern status of your Company and its operation in future.

45. MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961,
and has extended all statutory benefits to eligible women employees during the year.

46. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

As there is no application made or pending under Insolvency and Bankruptcy Code, 2016, so there is
no requirement to give details of application made or any proceeding pending under the Insolvency
and Bankruptcy Code, 2016.

47. DECLARATION REGARDING SETTLEMENT WITH BANKS/ FINANCIAL
INSTITUTIONS

During the year under review, the Company has not made any settlements with banks or financial
institutions. As a result, no valuations were necessary.

48. ACKNOWLEDGEMENT:

The Directors regret the loss of life are deeply grateful and have immense respect for every person.
The Directors wish to convey their appreciation to all of the Companyâs employees for their
contribution towards the Companyâs performance. The Directors would also like to thank the
shareholders, employee unions, customers, dealers, suppliers, bankers, governments and all other
business associates for their continuous support to the Company and their confidence in its
management.

For and on behalf of
AAYUSH ART AND BULLION LIMITED
(Formerly known as AKM Creations

Limited)

Date: 04-09-2025 Sd/- Sd/-

Place: Delhi Maulik Rajendrabhai Shah Piyush Parmar

Managing Director Director

DIN: 07578813 DIN: 09634827

May 30, 2024

â¢ November 14, 2024

July 07, 2024

Mar 31, 2024

Your Directors have pleasure in presenting the 15^th Directors'' Report on the business and operations of AKM Creations Limited (The Company) together with the Audited Financial Statements of Accounts of the Company for the Financial Year ended March 31, 2024

Financial Result:

Particular	FY 2023-24	FY 2022-23
Total Income	774.40	1363.91
Total Expenditure	751.23	1325.65
Profit / (Loss) Before Tax	23.17	38.26
Less: Current T ax/Provision for Tax	(3.06)	10.14
Profit / (Loss) After Tax	26.23	26.40

1. STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:

During the Financial Year ended 31^st March, 2024, the Company has recorded total revenue of INR 774.40 Lakhs/- (Indian Rupees Seven Hundred Seventy Four Lakh Forty Thousand Only) as against INR 1363.91 Lakhs /-(Indian Rupees Thirteen Hundred Sixty Three Lakh Ninety One Thousand Only) in the previous year, During the reporting period the Company has earned Net Profit of INR 26.23 /-Lakhs (Indian Rupees Twenty Six Lakh Twenty Three) as against INR 26.40/- Lakhs (Indian Rupees Twenty Six Lakh Forty Thousand Only) in the previous year.

During the year under review, Arhat Touch Private Limited made an open offer on 07.02.2024 to acquire 22,39,166 Equity Shares of face value of Rs. 10/- each of AKM Creations Limited at a price of Rs. 15/- each equity share representing 26% of total outstanding, issued and fully paid up equity share capital on fully diluted basis.

Pursuant to the open offer M/s. Arhat Touch Private Limited became the promoter of AKM Creations Limited.

2. SHARE CAPITAL:

Changes in the Capital Structure:

The Authorized Share Capital of the Company increased from existing INR 70,000,000 (Indian Rupees Seven Crore Only) divided into 70,00,000 (Seventy Lakh Only) Equity Shares of INR 10 (Ten) each to INR 17,00,00,000 (Indian Rupees Seventeen Crore only) divided into 1,70,00,000 (One Crore Seventy Lakh Only) Equity Shares of Rs. 10 each by inserting 1,00,00,000 Equity Shares of INR 10 each vide resolution passed on 15^th November, 2023 through postal ballot.

During the year under review the Company has issued and allotted 1,00,00,000 (One Crore) equity Warrant of face value of INR 10/- vide shareholder resolutions dated 15^th November 2023 on preferential basis.

During the year under review the Company has converted 94,00,000 warrant into equity shares as follows:

S. No.	No. of Shares	Date of Board Resolution
1	56,00,000	23.23.2023
2	38,00,000	22.03.2024
Total	94,00,000

As on 31st March 2023 The issued, Subscribed and paid up share capital stood at INR 124121750/- divided into 1,24,12,175 Equity Shares of INR 10/- each.

3. DEPOSITS:

During the reporting period, your Company has not accepted any deposits, falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014

4. DIVIDEND

The Board of Directors did not recommend any dividend for the year.

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

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

6. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

We do not propose to transfer any amount to general reserve.

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the financial year under review, there was no change in the nature of the business of the Company.

8. REVISION OF FINANCIAL STATEMENT, IF ANY:

There was no revision in the financial statements of the Company.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As on the date of the report, your company has the following Directors and Key Managerial Personnel:

S. No	Name of Director	Designation	DIN	Date of Appointmen t	Date of Appointment at Current designation	Date of Resignation
1	Mr. Maulik Rajendrabhai Shah	Managing Director	07578813	13.03.2024	16.03.2024
2	Mr. Piyush Parmar	Director	09634827	13.03.2024	13.03.2024
3	Mr. Mahavir Rameshchandra Chudasama	Director	10429758	28.03.2024	28.03.2024
4	Mr. Pradipbhai Rathod	Director	10429763	28.03.2024	28.03.2024	-
5.	Mr. Pankaj Kumar Rawat	Company Secretary & Compliance Officer	AVMPR0 513N	24.01.2024	24.01.2024
6.	Ms. Shalvi Sagar Patwa	Managing Director	08869050	16/02/2022	16/02/2022	15/03/2024
7.	Mr. Shatrudhan	Director	09486626	16/02/2022	16/02/2022	15/03/2024
8.	Mr. Farmeen Salim Lala	Director	09505852	16/02/2022	16/02/2022	15/03/2024
9	Mr. Sagar Amar Patwa	Director	06818710	13/06/2022	13/06/2022	15/03/2024
10	Ms. Shalvi Sagar Patwa	CFO	08869050	20/12/2021	20/12/2021	15/03/2024
11	Mr. Ayush Abhay Dolani	Company Secretary & Compliance Officer	FXKPD32 73A	17.08.2022	17.08.2022	30.06.2023
12	Mr. Hirwani Jayantibhai Vaghela	Director	10168242	20/11/2023	20/11/2023	04.04.2024
13	Ms. Jagrutiben Deepakbhai Parmar	Director	09588467	20/11/2023	20/11/2023	04.04.2024
14	Ms. Sonia Jain	Company Secretary & Compliance Officer	ACS 26403	02.09.2023	02.09.2023	06.11.2023

â¢ Mr. Maulik Rajendrabhai Shah appointed as Additional Director on 13.03.2024 and Designated as Managing Directors on 16.03.2024

â¢ Mr. Piyush Parmar appointed as Additional Director in the category of Non-executive director and regularized by shareholder approval through postal ballot on 04.05.2024

â¢ Mr. Mahavir Rameshchandra Chudasama Additional Director in the category of Independent Director and regularized by shareholder approval through postal ballot on 04.05.2024

â¢ Mr. Pradipbhai Rathod Additional Director in the category of Independent Director and regularized by shareholder approval through postal ballot on 04.05.2024.

â¢ Mr. Pankaj Kumar Rawat appointed as Company Secretary and Compliance Officer of the Company on 24.01.2024

â¢ Ms. Shalvi Sagar Patwa resigned from the post of Managing Director on 15.03.2024

â¢ Mr. Shatrudhan resigned from the post of Independent Director on 15.03.2024

â¢ Mr. Farmeen Salim Lala resigned from the post of Independent Director on 15.03.2024

â¢ Mr. Sagar Amar Patwa resigned from the post of Non-Executive Director on 15.03.2024

â¢ Ms. Shalvi Sagar Patwa resigned from the post of CFO of the Company on 15.03.2024

â¢ Mr. Ayush Abhay Dolani resigned from the post of Company Secretary and Compliance Officer of the Company30.06.2023

â¢ Mr. Hirwani Jayantibhai Vaghela appointed as Additional Director in the category of executive director on 20.11.2023 and regularized as executive director vide shareholder approval through postal ballot dated 18.01.2024 and resigned from the post of director on 04.04.2024

â¢ Ms. Jagrutiben Deepakbhai Parmar appointed as Additional Director in the category of Nonexecutive director on 20.11.2023 and regularized as Non-executive director vide shareholder approval through postal ballot dated 18.01.2024 and resigned from the post of director on 04.04.2024

â¢ Ms. Sonia Jain appointed as Company Secretary and Compliance Officer of the Company on

02.09.2023 and resigned from the post of Company Secretary and Compliance Officer on

06.11.2023

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year under review 15 (Fifteen) meetings of the Board of Directors were held. The dates on which the said meetings were held:

	30.05.2023
	02.09.2023
	07.09.2023
	14.10.2023
	31.10.2023
	07.11.2023
	20.11.2023
	05.12.2023
	23.12.2023
	24.01.2024
	13.03.2024
	16.03.2024
	22.03.2024
	23.03.2024
	28.03.2024

The intervening gap between any two Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

Board Committees:

the Board has following committees: Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee.

Audit Committees:

The Audit Committee of the Company is constituted/re-constituted in line with the provisions of Section 177 of the Companies Act, 2013.The Audit Committee is constituted in line to monitor and provide effective supervision of the managementâs financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.

S. No	Name of the Members	Designation
1.	Sagar Amar Patwa	Non-Executive Non-Independent Director
2.	Shatrudhan	Non-Executive Independent Director
3.	Farmeen Salim Lala	Non-Executive Independent Director

During the Year the Audit Committee is reconstitute as under

S. No	Name of the Members	Designation
1.	Mahavir Rameshchandra Chudasama	Chairperson
2.	Pradipbhai Rathod	Member
3.	Piyush Parmar	Member

Meeting of Audit Committee

During the Financial Year under review 03 (Three) meetings of the Members of Audit Committee were held.

The dates on which the said meetings were held:

â¢ 30.05.2023

â¢ 31.10.2023

â¢ 07.11.2023

The Nomination and Remuneration Committee of the Company is constituted/re-constituted in line with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.

S. No	Name of the Members	Designation
1.	Sagar Amar Patwa	Non-Executive Non-Independent Director
2.	Shatrudhan	Non-Executive Independent Director
3.	Farmeen Salim Lala	Non-Executive Independent Director

During the Year the Nomination and Remuneration Committee is reconstitute as under

S. No	Name of the Members	Designation
1.	Mahavir Rameshchandra Chudasama	Chairperson
2.	Pradipbhai Rathod	Member
3.	Piyush Parmar	Member

Meeting of Nomination and Remuneration Committee:

During the Financial Year under review 03 (Three) meetings of the Members of Audit Committee were held.

The dates on which the said meetings were held:

â¢ 02.09.2023

â¢ 20.11.2023

â¢ 13.03.2024

Stakeholders Relationship Committee:

The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.

Name of the Members

Designation

Sagar Amar Patwa

Non-Executive Non-Independent Director

Shatrudhan

Non-Executive Independent Director

Farmeen Salim Lala

Non-Executive Independent Director

During the Year the Stakeholder Relationship Committee is reconstitute as under

S. No	Name of the Members	Designation
1.	Mahavir Rameshchandra Chudasama	Chairperson
2.	Pradipbhai Rathod	Member
3.	Piyush Parmar	Member

Meeting of Stakeholders Relationship Committee:

During the Financial Year under review 01 (One) meetings of the Members of Audit Committee were held.

The dates on which the said meetings were held:

â¢ 13.03.2024

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments accured from the end of financial year upto this report that may affect financial position of the Company.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013:

Particulars of loan given, investment made, guarantees given and security provided under Section 186 of the Companies Act, 2013, if any, are provided in the notes of financial statement.

13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THETR ADEQUACY:

proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from the top management to executive level.

The compliance relating to Internal Financial controls have been duly certified by the statutory auditors.

14. CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Corporate Social Responsibility are not applicable on the Company. Therefore Company has not developed and implemented any Corporate Social Responsibility Initiatives a: provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Socia Responsibility Policy) Rules, 2014.

15. CORPORATE GOVERNANCE:

Provisions of Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 are not applicable to the Company. Hence, report on Corporate Governance is not annexed.

16. HUMAN RESOURCES:

The Management has a healthy relationship with the officers and the Employee.

17. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (âSEBI Listing Regulationsâ).

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual

director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Management/Board in areas of domain expertise, whether they seek clarifications by raising appropriate issues on the presentations made by the Management/reports placed before the Board, practice confidentiality, etc. It was observed that the Directors discharged their responsibilities in an effective manner. The Directors possess integrity, expertise and experience in their respective fields.

18. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN

TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT &

REMUNERATION) RULES, 2014:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in âAnnexure-IIIâ to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

19. RATIO OF REMUNERATION TO EACH DIRECTOR:

During the year Company has given remuneration to Director of the Company, mentioned below:

S. No	Name of the Director	Designation	Amount in Lakhs
1	Mr. Hirwani Jayantibhai Vaghela	Executive Director	2.6
2	Ms. Jagrutiben Deepakbhai Parmar	Non-Executive Director	2.6

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year, there is no transaction entered with related parties referred to in Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014. Therefore there is no requirement to attached Form AOC-2 in Annexure âIâ Related party transactions if any, are disclosed in the notes to financial statements.

21. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

22. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES:

During the reporting period, the Company has no subsidiary/associates/Joint Venture. Hence, provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases.

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

During the period under review no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

25. DIRECTORSâ RESPONSIBILITY STATEMENT:

(a) Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

(b) That in the preparation of the annual accounts for the financial year ended 31st March, 2024 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(c) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year review;

(d) That 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;

(e) That the directors had prepared the annual accounts for the financial year ended 31st March,2024 on a going concern basis;

(f) That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

(g) That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

26. AUDITORS & AUDITORâS REPORT:

a) Statutory Auditor:

During the year under review, M/S Kapish Jain & Associates, Chartered Accountants, having FRN 022743N appointed as a statutory auditor of the company to fill casual vacancy caused due to resignation of M/S RKJS & Co. LLP, Chartered Accountants.

Auditorâs Report

The Auditorâs Report for financial year ended March 31, 2024, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditorsâ Report and Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year. The Auditorâs report is enclosed with the financial statements in this Auditorâs Report.

b) 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 has appointed M/s Vikas Verma & Associates, Practicing Company Secretaries, to undertake the secretarial audit of the Company for the Financial Year 2023-2024.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st March, 2024 does not contain any qualification, reservation or adverse remark. A copy of the Secretarial Audit Report (Form MR-3) as provided by the Company Secretary in Practice has been annexed to the Report. (Annexure-IV)

c) Cost auditors:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

d) Internal auditors

The Company has complied with the requirement of the section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act.

27. EXTRACT OF THE ANNUAL RETURN

The extract of annual return under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website ofthe Company at www.akmlace.com

28. FAMILIARISATION PROGRAMMES

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarizations programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Director is disclosed on the Companyâs website www. akmlace. com

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Managementâs Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as âAnnexure - VIâ.

30. CODE OF CONDUCT:

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

31. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

32. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the reporting period, no application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

33. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF:

During the reporting period, no such valuation has been conducted in the financial year.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2014 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at âAnnexure-IIâ.

35. RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the company. During the year, your Directorâs have an adequate risk management infrastructure in place capable of addressing those risks. The company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The companyâs management systems, organizational structures, processes, standards, code of conduct and behaviour together form a complete and effective Risk Management System (RMS).

36. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

37. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE

None of the Directors are related to each other.

38. SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.

39. CAUTIONARY NOTE

The statements forming part of the Boardâs Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

40. STATEMENT ON OTHER COMPLIANCES

Your Directorâs state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items During the reporting period:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;

c. Issue of shares (including sweat equity shares) to employees of the Company.

d. Neither the Managing Director nor any of the Whole-time Directors of the Company receive any remuneration or commission.;

42. WEBSITE OF THE COMPANY:

Your Company maintains a website www.healthylifeagritec.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

ACKNOWLEDGEMENT:

The Directors regret the loss of life are deeply grateful and have immense respect for every person. The Directors wish to convey their appreciation to all of the Companyâs employees for their contribution towards the Companyâs performance. The Directors would also like to thank the shareholders, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.

Date: 07.06.2024 For & on behalf of the Board

Place: Delhi AKM Creations Limited

Sd/- Sd/-

Maulik Rajendrabhai Shah Piyush Parmar

Managing Director Director

DIN: 07578813 DIN: 09634827

Mar 31, 2023

The Board of Direct or sar e pleas ed to pres entt he Company Annual Repor t and the Companyâs audit ed financial statement for the financialyear ended 3ht March202 3.

1. OPERATING RESULTS

The operatingiresultsof the Company for theyear ended 3St Marcher 3 are as follow:

Particular s	Year ended 3ht Mar cl 202 3	Year ended 3ht March 202 2
Revenue from Operations	363.91	3B.93
Profit Before Exceptional Item and Tax	38.26	(4180)
Exceptional Items	Nil	Nil
Profit Before Tax (PBT)	38.26	(4180)
Tax Expenses (Including Deferred T ax)	1186	(0.6)
Profit after T ax	26.40	(42.4)
Total Income for the year	26.40	(42.4)

2. TRANSFER TO RESERVES

Thereare no transfer to any specif ic reser vesdur ingt he year.

3. THE STATE OF THE COMPANYâS AFFAIR

Duringthe year under review, your Company achieved total revenue from operations of Rs. B63.91Lakhs (previous year Rs. 3 6.93 Lakhs).

The Profitaftertax (including other comprehensive income) is at Rs. 26.40 Lakhs (previous year loss Rs. 4241 Lakhs).

4. DIVIDEND

Your directorsdo not recommend any divided for the financialyear ended 31 March202 3.

5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As requiredunder Regulation 34 of the ListingRegulations , a Cash Flow Statementand consolidated Financial Statements part of the Annual Report

6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

Thereis no change in the natureof business of the Company.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.

Therewas no transferring the year to the InvestorEducationand ProtectionFundin termsof Section 25 of the Companies Act, 203 .

8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

The informationpertainingto conservationof energy, technology absorption, foreign exchange earnings and outgo as requiredunder Section 34 (3)(m) of the Companies Act, 203 read with Rule 8(3) of the Companies (Accounts)Rules, 204 is furnishechs Annexure A to Directorâs Report,

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risksto key business objectives. Major risksidentifiedby the businessesand functionsare systematicallyaddressed also discussed at the meetings of the Risk ManagementCommitteeand the Board of Director sf the Company. The Company has constitutedRisk ManagementCommittee and its risk management policy is available on the website of the Company.

10. INTERNAL CONTROL SYSTEM

The Companyâs internalcontrols system has been establishedon values of integrityand operational excellence and it supports the vision of the Company âTo be the most sustainable and competitive Company in our industryâ. The Companyâs internalcontrol systems are commensuratewith the natureof its business and the size and complexity of its operations . These are routinely tested and certifiedby Statutor yas well as Internal Auditorsand their significant audit observations and follow up actions thereon are reportedto the Audit Committee

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Duringthe year under review, your Company has not made any investment ,given any loan or guaranteefalling withinthe meaning of section 86 of the Companies Act, 20B and the rules made thereunder .

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on armâs length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 20B and the SEBI (Listing Obligations and Disclosure Requirements) Regulonis, 205. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants thvalapprohe shareholders. The transactions are being reported in Form AOC.e. Annexure B in terms of Section B4 of the Act read with Rule 8 of the Companies (Accounts) Rules, 204. However, the details of the transactions with Related Party are pinvided the Companyâs financial statements in accordance with the Accounting Standards. All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive tinurne.a A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

13. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has complied with provisions relatingto the constitutionof InternalComplaints Committeeunder the Sexual Harassmentof Women at Workplace (Prevention, Prohibition and Redressal) Act, 20B which redressescomplaints received on sexual harassment Duringthe financial year under review, the Company has not receivedany complaints of sexual harassmentfromany of the women employees of the Company.

14. ANNUAL RETURN

Pursuantto the provisions of Section 92(3) of Companies Act, 20B following is the link for Annual Return F inancialYear 202 2-23. http://www.akmlace.com/

15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board met on 30 May 202 2, 24 June 202 2, F Aug 2022 (8 Sep 202 2, 4 Nov 202 2, 6 Jan 2023 .

16. DIRECTORSâ RESPONSIBILITY STATEMENT

In terms of Section B4(5) of the Companies Act, 20Bhe Board of Directors of the Company hereby confirm:

â¢ That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

â¢ That the selected accounting policies were applied consistently and the Directors 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 Compaiy as on Bkt March, 202, and that of the profit of the Company for the year ended on that dat

â¢ That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 20B, for safeguarding the assets of the Company and for preventing and detecting fraud and other egularities.

â¢ That the annual accounts have been prepared on a going concern basis.

â¢ The Board has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effective

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

17. DEPOSITS

The Company has neither accepted nor renewed any deposits durmgedi under review.

18. ARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 97 of the Act read with rule 5Q of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20)4 is given Annexure C to this report. In terms of provisions of Section 97(E) of the Companies Act, 2DB read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20)4, a statement showing the names and other particulars of eimyees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report

The policy is available on the Companyâs website. www.akmlace.com.

19. DIRECTORS

Mrs. Saga Amar Patwis liable to retire by rotation in this ensuing Annual General Meeting and being eligible he has offered himself for reappointment. Pursuant to the provisions of Section 49 of the Act, the Independent Directors have submitted declarations ttheach of them meets the criteria of independence as provided in Section 49(6) of the Act along with Rules framed thereunder and Regulation 6(l)(b) of the SEBI Listing Regulations .

There has been no change in the circumstances affecting their statdepeisdfent Directors of the Company.

20. COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2DB, the Board has formed a Risk Management Committee. There are currently 3 Committees of the Board, as follows:

Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of Section 77 of the Companies Act, 2DB read with regulation B of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015. The Audit Committee as on the datsf the report comprises of 2 NEnecutive Independent Directors &

1 N on-Executive Director.

F ollowing are the members of the Committee Sagar Amar Patwa : Non-Executive NorIndependent Director

Shatrudhan : Non-Executive Independent Direct or

F armeen Sato Lala : N on-Executive Independent Direct or

During the year there were in total 4 Audit committee meetingÂ®ni8l!lD5/2(E2,BlD8l2[E2,4lI2C22 and Bl 0212023.

The Chairperson of Audit Committee was present in previous AGM 134:09)1202 2 to answer shareholderâs queries.

Broad terms of reference of the Audit Committee are as per following:

The role of the audit committee shall include the following:

1 Oversight of the listed entityâs financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2 Recommendation for appointment, remuneration and terms of appointimf auditors of the listed ent ity;

3 Approval of payment to statutory auditors for any other services rendered by the statutor y auditors;

4 Reviewing with the management, the quarterly financial statements before submission to the board for approval;

5 Reviewing and monitoring the auditorâs independence and performance and effectiveness of audit process.

7 Approval or any subsequent modification of transactions of the listed entity with related parties.

B Evaluation of internal financial controls and management systems.

9 reviewing, with the management, performance of statutory and Internal Auditors, adequacy of the internal control systems.

0 Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

1 Discussion with internal auditors of any significant findings and follow up there on.

2 Reviewing the findings of anyinternal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the boar d.

13 Discussion with statutory auditors before audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

14 To review the functioning of the whistle blower mechan ism.

15 Approval of appointment of chief financial officer after assessing qualifications, experience and background, etc. of the candidat e.

16 Carrying out any other function as is mentioned in the terms of reference of the audit committee Nomination And Remuneration Committee

The Nomination and Remuneration Committeethf Company is constituted in line with the provisions of Section 178 of the Companies Act, 20B read with regulation B of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 205.

The Committee comprises of B NErnecutive Director s.

The Nomination and Remuneration Committee met Once ifi irbeicial Year 202-202 B.

The necessary quorum was present in the said meetings.

The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Compny held on BG^,G9/2C22.

The composition of the Committee and the details of meetings held and attended by the Directors are as under: Sagar Amar Patwa : Non-Executive No-Independent Director

Shatrudhan : Non-Executive Independent Direct or

F armeenSalim Lala : N on-Executive Independent Direct or

Role of nomination and remuneration committee, intlja, include the following:

(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, key managerial personnel and other employee s

(2) F ormulation of criteria for evaluation of performance of independent directors and the board of directors;

(B) Devising a policy on diversity of board of direct ors;

(4) Identifying persons who are qualified to become directors and who may be appoint esenior management

in accordance with the criteria laid down and recommend to the board of directors their appointment and r emoval.

(5) Whether to extend or continue the term of appointment of the independent director, on the basis of the repor of performance evaluation of independent directors.

(6) To recommend to the Board all remuneration, in whatever form, payable to senior management.

The policy on directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters is available on company''s website.

Remuneration of Directors

The remuneration of the WhoTime Director is recommended by the Remuneration Committee and then approved by the Board of Directorsda-subsequently by the shareholders in general meeting within the limits prescribed in Companies Act, 201B .

Criteria for making payments

N on-Executive Directors of the Company are paid sitting fees for attending Board and Committee Meetings and no Commisson is drawn by either of them during the year.

Performance evaluation criteria for Independent Directors:

1) Attendance and participations in the meetings.

2) Preparing adequately for the board meetings.

B) Contribution towards strategy formation androhheas impacting company performance

4) Rendering independent, unbiased opinion and resolution of issues at meet ings.

5) Safeguard of confidential information.

6) Initiative in terms of new ideas and planning for the Company.

7) T imely inputs on the minutof the meetings of the Board and Committeeâs.

8) Raising of concerns to the Board Remuneration Policy

The Nomination and Remuneration Policy devised in accordance with Section 78(3) and (4) of the Companies Act, 2DB is available at the website of thCompany: www.cospowerindia.com

Further, criteria of making payments to-exenutive directors, the details of remuneration paid to all the Directors and the other disclosures required to be made under SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015 have been published below:

Stakeholder Relationship Committee

The Stakeholder Relationship Committee of the Company is constituted in line with Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20The Committee comprises of 2 Non Executive Independent DirectorsNon-Executive Director.

The committee looks intohe shareholders and investors grievances that are not settled at the level of Compliance Officer and helps to expedite the share transfers and related matters. The Committee periodically reviews the status of stakeholdersâ grievances and redressal of the same.

During the year there were in total 4 Audit committee meetingsnidMQ5/2CE2,B/07/2C22,B/iy2C22 and 2T 012023.

The necessary quorum was present for all the meetings. The Chairman of the Committee was present at the last Annual General Mhing of the Company held on 30th September 202

The composition of the Committee during FY 22-223 and the details of meetings held and attended by the Directors are as under:

F ollowing are the members of the Committee Sagar Amar Patwa : Non-ExecutiveNon-Independent Director Shatrudhan : Non-Executive Independent Direct or

F armeen Salim Lala : N on-Executive Independent Direct or

The role of the committee shall in-atleira include the following:

(D Resolving the grievances of the security holders oflMted entity including complaints related to transfer/ transmission of shares, noeceipt of annual report, mmeceipt of declared dividends, issue of new/ duplicate certificates, general meetings etc.

(2) Review of measures taken for effective exerofsvoting rights by shareholders.

(3) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

(4) Review of the various measures and initiatives nt abkye the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/ statutory notices by the shareholders of the Company.

21. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION

The Nomination &Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which india requires that composition and remuneration is reasonable and sufficient to tatact, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/cratwhile recommending the candidature for the appointment as Director .

22. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 49(7) of the Companies Act, 203 so as to qualify themselves to be appointed as Independent Directors under the proves oof the Companies Act, 203 and the relevant rules.

23. STATUTORY AUDITORS

The Membersof the Company in the Annual General Meeting held on 30^th September 2022 have appointed M/s. RKJS &Co LLP, CharteTed:ountants (FRN E82BW), as Statutory Auditorf your Company for a

period of 5 years from the conclusion of the Annual General Meeting till the conclusion of the Annual Genera:

M eeting to be held in the year 2027

24. SECRETARIAL AUDITORS

The Company has appointedM/s. Jaymin Modi & Co. Company Stestaries, as Secretarial Auditor the Company to carry out the Secretarial Audit for the Financial Y2-202202and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 20B end Rul 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204.

The Secretarial Audit Report for the FY-2B2is annexed herewith and forms part of this repoAnaexure D. Secretarial Audit is not applicable to the Subsidiary, not being a material subsidiary.

25. COST RECORDS AND COST AUDIT

The provision of the Companies (Cost Records and Audit) Rules, 204 is not applicable to the Company. Maintenance of cost records asesrribed under the provisions of Section 48() of the Companies Act, 20B was not applicable for the business activities carried out by the Company for the 2F2Y . 202ecordingly, such accounts and records are not made and maintained by the CompanyKosaid period.

26. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The Statutory Auditor Report, Secretarial Auditor Report and IAudnor report does ^qualifications, reservations or adverse remarks or disclaimers

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Managementâs Discussion and Analysis Report for the year under review, as stipulated under regulation 34

(B) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 205

is annexed to this Annual ReportAnnexure E.

28. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Holding, Subsidiary, Joint Ventures And Associate Companies.

29. VIGIL MECHANISM

The Company has established a vigil mechanism policy to oversee teieuigie concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimisation of employees and Directors who express their concerns.

he Vigil Mechanism Policy is available at the website of the ffiaynwww.akmlace.com.

30. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in Company by its Officers or Employees to the Audit Committee under section 43(E) of the Act, details of which needs to be mentioned in this Report.

31. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 20B, and Regulation 17 of the isting Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review.

32. 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

There are no material changes and commitments affecting the financial position of the Company occurred during the financial year.

33. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE.

During the year there has been no significant material orders passed by the Regulators or Countnalor Trib impacting the going concern status and companyâs operations in future.

34. CORPORATE GOVERNANCE

Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding themportant dictum that anrgamzationâs corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to sdrvantfaeests, resulting in creation of value for all its stakeholders. In terms of Regulation 34 of SEBI (LODR) Regulations, furnishing cf Corporate Governance Report is not applicable to the company.

35. OTHER DISCLOSURES

The Company does not have any Einyees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable. No proceedings against the Company is initiated or pending under the Insolvency and Bankruptcy Code, 20b. The details of difference between ambrof the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereoN ot Applicable .

36. POLICIES

The Company seeks to promote highest levels of edhstandards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periddyctil^y Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company.

37. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Director hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the C ompany.

38. ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that itsisss, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organisational vision is founded on the principles of good governance and delivering leadin-edge products backed with dependable after saleervices. Following the vision your Company is committed to creating and maximising ltegm value for shareholders.

39. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provision oCorporate Social Responsibility not applicable to our company

40. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co operation extended by shareholders, employees, customebatiks, suppliers and other business associates.

FOR, AKM CREATIONS LIMITED

(Formerly known as AKM Lace and Embrotex Limited)

Sd/-

SHALVI SAGAR PATWA MANAGING DIRECTOR DIN: 08869050 Date: 07^th September 2023

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Directors Report of Aayush Art and Bullion Ltd.

2. STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:

3. SHARE CAPITAL STRUCTURE OF THE COMPANY:

AUTHORIZED CAPITAL:

PAID UP CAPITAL AND CHANGES THEREON, IF ANY:

4. DEPOSITS:

5. DIVIDEND

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION ANDPROTECTION FUND:

7. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

9. REVISION OF FINANCIAL STATEMENT, IF ANY:

10. DIRECTORS & KEY MANAGERIAL PERSONNEL:

NOMINATION AND REMUNERATION COMMITTEE:

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OFTHE COMPANY:

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THECOMPANIES ACT, 2013:

15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

16. CORPORATE SOCIAL RESPONSIBILITY:

17. CORPORATE GOVERNANCE:

18. HUMAN RESOURCES:

19. BOARD EVALUATION:

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATEDPARTIES:

22. NO FRAUDS REPORTED BY STATUTORY AUDITORS

23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

26. DIRECTORSâ RESPONSIBILITY STATEMENT:

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

31. CODE OF CONDUCT:

32. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013:

34. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THETIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING

LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONSTHEREOF:

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO:

36. RISK MANAGEMENT POLICY

37. PREVENTION OF INSIDER TRADING

38. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE

39. SECRETARIAL STANDARDS

40. CAUTIONARY NOTE

41. STATEMENT ON OTHER COMPLIANCES

42. WEBSITE OF THE COMPANY:

43. ANNUAL RETURN

44. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS

45. MATERNITY BENEFIT

46. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE, 2016

47. DECLARATION REGARDING SETTLEMENT WITH BANKS/ FINANCIALINSTITUTIONS

48. ACKNOWLEDGEMENT:

Date: 04-09-2025 Sd/- Sd/-

DIN: 07578813 DIN: 09634827

1. STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:

2. SHARE CAPITAL:

Changes in the Capital Structure:

3. DEPOSITS:

4. DIVIDEND

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

6. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

8. REVISION OF FINANCIAL STATEMENT, IF ANY:

9. DIRECTORS & KEY MANAGERIAL PERSONNEL:

Meeting of Stakeholders Relationship Committee:

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013:

13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THETR ADEQUACY:

14. CORPORATE SOCIAL RESPONSIBILITY:

15. CORPORATE GOVERNANCE:

16. HUMAN RESOURCES:

17. BOARD EVALUATION:

18. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN

TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT &

REMUNERATION) RULES, 2014:

19. RATIO OF REMUNERATION TO EACH DIRECTOR:

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

21. NO FRAUDS REPORTED BY STATUTORY AUDITORS

22. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES:

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

25. DIRECTORSâ RESPONSIBILITY STATEMENT:

26. AUDITORS & AUDITORâS REPORT:

a) Statutory Auditor:

27. EXTRACT OF THE ANNUAL RETURN

28. FAMILIARISATION PROGRAMMES

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

30. CODE OF CONDUCT:

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF
THE COMPANY:

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE
COMPANIES ACT, 2013:

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES:

26. DIRECTORSâ RESPONSIBILITY STATEMENT:

32. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK
PLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013:

34. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING

LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS
THEREOF:

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

46. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

47. DECLARATION REGARDING SETTLEMENT WITH BANKS/ FINANCIAL
INSTITUTIONS

25. DIRECTORSâ RESPONSIBILITY STATEMENT:

26. AUDITORS & AUDITORâS REPORT:

3. THE STATE OF THE COMPANYâS AFFAIR

16. DIRECTORSâ RESPONSIBILITY STATEMENT