Directors Report of Chemkart India Ltd.

Mar 31, 2024

Your directors have pleasure in presenting the Fifth Annual Report together with the Audited
Statement of Accounts of your Company for the financial Year ended March 31, 2024.

1. FINANCIAL SUMMARY:

The Company’s financial performance for the financial year ended March 31, 2024:

Particulars	Year ended March 31, 2024	Year ended March 31, 2023
Revenue from Operations	1,32,02,68,632	1,31,37,77,902
Profit Before Tax	19,46,10,898	11,06,80,801
Less: Current Tax	5,44,91,051	3,09,89,575
Deferred Tax	7,44,984	(29944)
Income Tax earlier years	-	-
Profit For The Year	13,93,74,863	7,97,21,170
Add: Balance in Profit and Loss Account	0	0
Closing Balance	13,93,74,863	7,97,21,170

2. SHARE CAPITAL:

	Authorized Share Capital			Issued, Subscribed & Paid-up Share Capital
	No. of Shares	Face Value (Rs.)	Amount (Rs.)	No. of Shares	Face Value (Rs.)	Amount (Rs.)
Equity	25,000,000	10.00	250,000,000	13,57,000	10.00	1,35,70,000
Total			250,000,000	Total		1,35,70,000

3. STATE OF AFFAIRS / HIGHLIGHTS:

1. The Company is engaged in the business of manufacturing and processing of food ingredients,
food supplements, food additives, food thickeners, sweeteners, preservatives, vitamins, amino
acids, nutritional supplements, herbal extract and any other drugs and medicines.

2. There has been no change in the business of the Company during the financial year ended March
31, 2024.

4. WEB LINK OF ANNUAL RETURN. IF ANY:

The Company is having website i.e. https://www.chemkart.net/ and annual return of Company has
been published on such website. Link of the same is given below.

5. MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors of your Company met 06 (Six) times during the year and the details of which
are as follows:

S. No	Date of Board Meeting	Attendance of Directors
1	30th May, 2023	All Directors were present
2	01st September, 2023	All Directors were present
3	30th November, 2023	All Directors were present
4	01st February, 2024	All Directors were present
5	28th February, 2024	All Directors were present
6	01st March, 2024	All Directors were present

During the year, Extra-Ordinary General Meetings have been held on 04^th March, 2024.

The time gap between the two meetings was in accordance with the requirements. All the information
required to be furnished to the Board was made available along with a detailed Agenda.

During the year under review, the Company has complied with the provisions of Secretarial Standard-
1 (relating to Meetings of the Board of Directors) and Secretarial Standard-2 (relating to General
Meetings) issued by the Institute of the Company Secretaries of India.

6. DETAILS IN RESPECT OF FRAUD:

The Auditor’s Report doesn’t contain any information in relation to fraud.

7. BOARD’S COMMENT ON THE AUDITORS’ REPORT:

The observations of the Statutory Auditors, when read together with the relevant notes to the
accounts and accounting policies are self-explanatory and do not call for any further comment.

8. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments, which affect the financial position of the
company which have occurred between the end of the financial year to which the financial statements
relate and the date of this Report.

9. CHANGE IN DIRECTORSHIP & KEY MANAGERIAL PERSONNEL:

There has been no change in the constitution of the Board during the financial year under review i.e.
the structure of the Board remains the same.

However, Ms. Jagriti Mishra was appointed as a whole time Company Secretary of the Company w.e.f.
01^st March, 2023.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS.
COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the
going concern status and Company’s operations in future.

11. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year ended March 31, 2024,
were on an arm’s length basis and were in the ordinary course of business. Therefore, the provisions
of Section 188 of the Companies Act, 2013 were not attracted.

There are no materially significant related party transactions during the financial year under review
made by the Company with Promoters, Directors, or other designated persons which may have a
potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is
attached.

However, the disclosure of transactions with related parties for the financial year, as per Accounting
Standard -18 Related Party Disclosures is given in Note No. 2.24 to the Balance Sheet as on March
31, 2024.

12. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has Complied with the applicable Secretarial Standards (as amended from time to time)
on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and
approved by Central Government under section 118(10) of the Companies Act, 2013.

13. PARTICULARS OF LOANS AND INVESTMENT;

The Company has not made any Investment, given guarantee and securities during the financial year
under review. There for no need to comply provisions of section 186 of Companies Act, 2013.

14. TRANSFER TO RESERVE:

The Board of Directors of your company has decided not to transfer any amount to the Reserves for
the financial year under review.

15. DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances,
has decided that it would be prudent, not to recommend any Dividend for the financial year under
review.

16. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO:

(A) Conservation of Energy, Technology Absorption:

Conservation of energy is of utmost significance to the Company. Operations of the Company are not
energy intensive. However, every effort is made to ensure optimum use of energy by using energy-
efficient computers, processes and other office equipment. Constant efforts are made through
regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns
and loss of energy.

The Company is continuously making efforts for induction of innovative technologies and techniques
required for the business activities.

•Steps taken by company for utilizing alternate sources of energy: NIL
•Capital investment on energy conservation equipment’s: NIL

(B) Foreign Exchange earnings and Outgo:

During the year, Company has done export sales of Rs. 34,86,760/- and made a gain through
Foreign Currency Fluctuation of Rs.79,54,828/-. The company has incurred Freight and custom
charges as well.

17. RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks followed by
coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of
unfortunate events or to maximize the realization of opportunities. The Company has laid down a
comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from
time to time. These procedures are reviewed to ensure that executive management controls risk
through means of a properly defined framework. The major risks have been identified by the Company
and its mitigation process/measures have been formulated in the areas such as business, project
execution, dg event, financial, human, environment and statutory compliance.

18. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [“POSH”!:

Our Company has always believed in providing a safe and harassment free workplace for every
individual working in the Company premises. Company always endeavors to create and provide an
environment that is free from any discrimination and harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of
employees {whether permanent, temporaiy, ad-hoc, consultants, interns or contract workers
irrespective of gender} and lays down the guidelines for identification, reporting and prevention of
undesired behaviour. The Company has duly constituted internal complaints committee as per the
said Act.

During the financial year ended March 31, 2024, there will nil complaints recorded pertaining to
sexual harassment.

19. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

As on March 31, 2024, Company doesn’t have any Subsidiary & Joint Venture and Associate
Companies at the end of the year.

20.INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial statements.
During the financial year, such controls were tested and no reportable material weakness in the
design or operation was observed.

21. AUDITOR:

Statutory Auditors:

Auditors of the Company M/s Mehta & Associates, Chartered Accountants, (Firm Reg. No.:148089W),
Mumbai hold office until the conclusion of the ensuing Annual General Meeting and being eligible
offer themselves for re-appointment until the conclusion of 9^th Annual General Meeting of the
company to be held in the Year 2029.

As required under the provisions of section 139(1) of the Companies Act, 2013, the company has
received a written consent from M/s MEHTA & ASSOCIATES. Chartered Accountants, (Firm Reg.
No.:148089W), Mumbai to their re-appointment and a certificate, to the effect that their re¬
appointment, if made, would be in accordance with the new Act and the Rules framed there under
and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.

Secretarial Auditors:

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
being Private Company section 204 not applicable to the Company.

Cost Auditors:

In accordance with the provisions of Section 148 of the Act read with Companies (Audit & Auditors)
Rules, 2014, Company is not required to maintain cost records.

22. DIRECTOR’S RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the financial year
ended March 31, 2024, are in full conformity with the requirement of the Companies Act, 2013. The
Financial Accounts are audited by the Statutory Auditors. The Directors further confirm that: -

a) In the preparation of the annual accounts for the year ended March 31, 2024 the applicable
accounting standards read with requirements set out under Schedule III to the Act, have been
followed and there are no material departures from the same.

b) The Directors have 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 as at March 31, 2024 and of the profit of the Company for the year
ended on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a ''going concern'' basis.

e) The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining
to laying down internal financial controls is not applicable to the Company.

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.

23.DEPOSITS:

The company has not accepted any deposits during the financial year under review. However, loan

form director''s/ relative of directors taken during the year are as follows:

Name of Director	Loan taken during the year	Loan remaining at the end of
		the year
Mrs. Parul Shilesh Mehta	Rs. 90,23,919	Rs. 4,30,50,000
Mr. Ankit Shilesh Mehta	Rs. 98,00,000	Rs. 93,00,000

24.CORPORATE SOCIAL RESPONSIBILITY:

The Company had constituted a CSR Committee to decide upon and implement the CSR Policy of the
Company.

As per the provision of Section 135 the Company was required to spend Rs. 26, 53,472/- (INR Twenty-
Six Lakh Fifty-Three Thousand Four Hundred Seventy-Two Only) during the F.Y. 2023-24 and the
same has spent on the areas mentioned under Schedule VII of Companies Act 2013.

25. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE. 2016:

No application has been made or any proceeding is pending under the IBC, 2016. Hence this clause
is not applicable.

26. DIFFERENCE IN VALUATION:

The company has never made any one-time settlement against the loans obtained from Banks and
Financial Institution during the financial year. Hence this clause is not applicable.

2 7. ACKNOWLEDGMENT:

Your directors place on the record their appreciation of the Contribution made by employees,
consultants at all levels, who with their competence, diligence, solidarity, co-operation and support
have enabled the Company to achieve the desired results.

The board of Directors gratefully acknowledge the assistance and co-operation received from the
Central and State Governments Departments, Shareholders and Stakeholders.

For and on behalf of the Board of Directors
Chemkart India Private Limited

sr |S V''^x

Ankit Shailesh Mehta Parul Shailesh Mehta

Director Director

DIN:06792217 DIN:08718563

Date: 30.09.2024
Place: Mumbai