Directors Report of Evoq Remedies Ltd.

Mar 31, 2024

Your Directors hereby present the 14^th Board''s Report on the Business and Operations of the Company together with the Audited Financial Statements along with the Auditor''s Report for the Financial Year ended on 31^st March, 2024.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2024 is summarized as below:

(Rs. in Lakhs)
Particulars	2023-24	2022-23
Revenue from Operations	405.25	2038.99
Other Income	225.65	602.27
Total Income	630.90	2641.26
T otal Expenses	569.76	2412.81
Profit Before Exceptional and Extra Ordinary Items and Tax	61.14	228.45
Exceptional and Extra Ordinary Items	0.00	0.00
Profit Before Tax	61.14	228.45
T ax Expense: Current T ax	15.90	66.52
Deferred Tax	0.00	0.00
Profit for the Period / After Tax	45.24	161.93
Earnings Per Share (EPS)
Basic	0.03	1.19
Diluted	0.03	1.19

2. OPERATIONS:

sTotal revenue from operations for Financial Year 2023-24 is Rs. 405.25 Lakhs compared to the total revenue from operations of Rs. 2038.99 Lakhs of previous Financial Year. The Company has incurred Profit before tax for the Financial Year 202324 of Rs. 61.14 Lakhs as compared to Profit of Rs. 228.45 Lakhs of previous Financial Year. Net Profit after Tax for the Financial Year 2023-24 is Rs. 45.24 Lakhs as against Net Profit of Rs. 161.93 Lakhs of previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business during the year under review.

4. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3] read with Section134(3](a] of the Act, the Annual Return as on March 31, 2024 is available on the Company''s website at www.evoqremedies.com.

5. SHARE CAPITAL:A. AUTHORISED SHARE CAPITAL:

The authorised Equity share capital of the Company as on 31^st March, 2024 is Rs.

25.00. 00.000/- (Rupees Twenty-Five Crores Only) divided into 25,00,00,00 (Twenty-Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

During the year under review:

Considering the requirement and future business prospects, it is therefore considered necessary to increase the Authorised Share Capital of the Company from Rs. 16,00,00,000/- (Rupees Sixteen Crores Only) divided into 1,60,00,000 (One Crore and Sixty Lakhs) Equity Shares of Rs. 10.00/- (Rupees Ten Only) each to Rs.

25.00. 00.000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of Rs. 10.00/- (Rupees Ten Only) each ranking pari passu in all respect with the existing Equity Shares of the Company.

B. PAID-UP SHARE CAPITAL:

The paid-up Equity share capital of the Company as on 31^st March, 2024 is Rs.

13.60.00. 000/- (Rupees Thirteen Crores Sixty Lakhs Only) divided into 1,36,00,000 (One Crores Thirty-Six Lakhs) equity shares of Rs. 10/- (Rupees Ten Only).

Further, the Company vide resolution passed in Board Meeting dated on 22^nd June, 2024 had allotted 1,13,00,000 (One Crore and Thirteen Lakhs) fully paid-up Equity shares of face value of Rs. 10/- (Rupees Ten Only) per share, at a price of Rs. 17/-(Rupees Seventeen Only) per share, (including a premium of Rs. 7.00/- (Rupees Seven Only) per share (''Preferential Allotment Price'') aggregating to not exceeding Rs. 22,60,00,000/- (Rupees Twenty-Two Crores and Sixty Lakhs Only) (amounts round off nearby zero) for cash consideration, to the person(s)/ entity(ies) belonging to Non-Promoter category on a preferential basis. Consequently, postallotment of Equity shares, the Paid-up Equity Share Capital of the Company increased from Rs. 13,60,00,000/- divided into 1,36,00,000 Equity shares having face value of Rs. 10/- per share to Rs. 24,90,00,000/- divided into 24,90,00,00 Equity shares having face value of Rs. 10/- per share.

6. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your directors do not recommend any dividend for the Financial Year 2023-24 (Previous year - Nil).

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

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund (“IEPF”]. During the year under review, there was no unpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

8. TRANSFER TO RESERVES:

The profit of the Company for the Financial Year ending on 31^st March, 2024 is transferred to profit and loss account of the Company under Reserves and Surplus.

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

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.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There is no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Company''s policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 5 (Five] viz., 25^th May,

2023, 11^th September, 2023, 10^th November, 2023, 22^nd January, 2024 and 3^rd February,

2024.

12. DIRECTORS RESPONSIBILITYSTATEMENT:

In accordance with the provisions of Section 134 (3](c] and Section 134(5] of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a In the preparation of the Annual Accounts, for the year ended on 31^st March, 2024 the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there is no material departure from the same;

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a

true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the financial year ended on 31^st March, 2024.

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the Annual Accounts on a going concern basis;

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

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

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.

14. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:i. Auditors'' Report:

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

ii. Secretarial Auditor''s Report:

The observation of the Secretarial Auditor, as per Secretarial Report i.e. MR-3 and do not call for any further comment.

15. PARTICULARS OF LOANS, GUARANTEES, SECURITIES COVERED OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.

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

All transactions to be entered by the Company with related parties will be in the ordinary -Course of business and on an arm''s length basis. Further, Particulars of contract or arrangement with related parties referred to in section 188(1] of the

Companies Act, 2013 read with Rule 8(2] of the Companies (Accounts) Rules, 2014, in Form No. AOC-2 is enclosed herewith as Annexure I.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements] Regulations, 2015 forms an integral part of this Report, and provides the Company''s current working and future outlook as per Annexure - II.

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor''s report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

During the year, no reportable material weakness was observed.

19. RESERVES & SURPLUS:		(Amount in Lakhs)
Sr. No.	Particulars	Amount
1.	Balance at the beginning of the year	1118.55
2.	Securities Premium account	844.20
3.	Current Year''s Profit / Loss	45.24

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

The Company has framed formal Risk Management framework for risk assessment and risk minimization for Indian operation which is periodically reviewed by the Board of Directors to ensure smooth operations and effective management control. The Audit Committee also reviews the adequacy of the risk management frame work of the Company, the key risks associated with the business and measures and steps in place to minimize the same.

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

The details of conservation of energy, technology absorption etc. as required to be given under section 134(3](m] of the Companies Act 2013 read with the Companies (Accounts] Rules, 2014, is not given as the Company has not taken any major step to conserve the energy etc.

There were no foreign exchange earnings or outgo during the year under review.

Sr. No.	Foreign exchange earnings and outgo	F.Y. 202324	F.Y. 2022-23
1.	Foreign exchange earnings	Nil	Nil
2.	CIF value of imports	Nil	Nil
3.	Expenditure in foreign currency	Nil	Nil
4.	Value of Imported and indigenous Raw Materials, Spare-parts and Components Consumption	Nil	Nil

22. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Company''s Policy on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3] of the Act is available on the website of the Company at www.evoqremedies.com.

23. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:

The Company does not have any Holding / Subsidiary / Associate Company and Joint Venture.

24. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

25. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12] of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

26. STATE OF COMPANY''S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2](e] of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write up and explanation about the performance of the Company.

27. STATEMENT ON ANNUAL EVALUATION OF BOARD''S PERFORMANCE:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.];

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of the Nomination and Remuneration Committee had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors'' inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members'' confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

28. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY:

The Company has framed “Business Conduct Policy”. Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the policy. The objective of the policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

29. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2023-24.

30. LOAN FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

31. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No.	Name	Designation	DIN
1.	Ms. Payal Patel7	Managing Director	05300011
2.	Mr. Dahyabhai Patel1 2	Managing Director	07061899
3.	Mr. Pranav Vajani	Independent Director	09213749
4.	Mr. Digesh Deshaval9	Independent Director	09218553
5.	Mr. Yogesh Rajput	Chief Financial Officer	ADSPR1053K
6.	Mr. Bhumishth Patel3	Managing Director	02516641
7.	Mr. Tarunkumar Patel1	Non-Executive Director	09433349
8.	Mr. Parth Kamdar4	Company Secretary	BSTPK0882Q
9.	Mr. Narendrakumar Patel5	Non-Executive Director	07017438
10.	Ms. Gitika Mishra6	Company Secretary	BFIPM7168F
11.	Mr. Harsh Kothari8	Independent Director	09310696

7. Ms. Payal Patel had given resignation from Non-Executive Director w.e.f. 11th September, 2023 and appointed as Managing

Director of the Company w.e.f 3rd February, 2024 and resigned from the post of Managing Director w.e.f 1st August, 2024

8. Mr. Harsh Kothari appointed as Additional Independent Director of the Company w.e.f. 6th September, 2024

9. Mr. Digesh Deshaval resigned from the post of Independent Director of the Company w.e.f. 6th September, 2024.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2023-24 and till the date of Board''s Report.

As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

32. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Pranav Vajani and Mr. Harsh Kothari, Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6] of the Companies Act, 2013 and they qualify to be Independent Director. They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16 (1] (b] of SEBI (Listing Obligation and Disclosure Requirements] Regulations, 2015. The confirmations were noted by the Board.

33. CORPORATE GOVERNANCE:

As per Regulation 15(2] of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015, quarterly compliance report on requirement Corporate Governance is not applicable to the Company.

34. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or payment of interest during the financial year.

35. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors, the performances of Executive and Non - Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

36. AUDITORS:A. Statutory Auditor:

M/s. Manoj Acharya & Associates, Chartered Accountants, Ahmedabad, (Firm Registration No.114984W], were appointed as the Statutory Auditors of the Company for the period of 5 (Five] consecutive years from the conclusion of 13^th Annual General Meeting held in the year 2023 till the conclusion of 18^th Annual General Meeting of the Company to be held in the year 2028.

The Auditor''s report for the Financial Year ended 31^st March, 2024 has been issued with an unmodified opinion, by the Statutory Auditor.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, has appointed Mr. Darshan Kinkhabwala, Proprietor of M/s. Kinkhabwala & Associates, Company Secretaries, as a Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2023-24.

The Secretarial Audit Report for the Financial Year 2023-24 is annexed herewith as Annexure - III in Form MR-3. There are no adverse observations in the Secretarial Audit Report which call for explanation.

37. DISCLOSURESA. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, was held on 25^th May, 2023, 11^th September, 2023, 10^th November, 2023, and 22^nd January, 2024 and the attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Pranav Vajani	Chairperson	4	4
Mr. Digesh Deshaval	Member	4	4
Ms. Payal Patel2	Member	1	1
Mr. Bhumishth Patel1	Member	2	2
Mr. Harsh Kothari3	Member	NA	NA
1. Mr. Bhumishth Patel had been appointed as Member of the Audit Committee w.e.f. 11th September, 2023.

2. Ms. Payal Patel had given resignation from the post of Member of the Audit Committee w.e.f. 11th September, 2023.

3. Mr. Harsh Kothari appointed as Member of the Audit Committee w.e.f. 6th September, 2024.

4. Mr. Digesh Deshaval resigned from the post of Audit Committee w.e.f. 6th September, 2024.

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of the members of the Nomination and Remuneration committee, as tabulated below, was held on 25^th May, 2023, 11^th September, 2023, 3^rd February, 2024. and the attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Digesh Deshaval4	Chairperson	3	3
Mr. Harsh Kothari3	Chairperson	NA	NA
Ms. Payal Patel1	Member	1	1
Mr. Narendrakumar Patel1	Member	2	2
Mr. Pranav Vajani	Member	3	3

1. Mr. Narendrakumar Patel had been appointed as Member of the Committee w.e.f. 11th September, 2023.

2. Ms. Payal Patel had given resignation from the post of Member of the Committee w.e.f. 11th September, 2023.

3. Mr. Harsh Kothari appointed as Chairperson of the Committee w.e.f. 6th September, 2024.

4. Mr. Digesh Deshaval had resigned from the post of Chairperson of the Committee w.e.f 6th September, 2024.

C. Composition of Stakeholders'' Relationship Committee:

During the year under review, meetings of members of Stakeholders'' Relationship committee as tabulated below, was held on 11^th September, 2023, the attendance records of the members of the Committee are as follows:

Name	Status	No. of the	No. of the
		Committee	Committee
		Meetings entitled	Meetings attended
Mr. Narendra Patel1	Chairperson	1	1
Ms. Payal Patel2	Chairperson	1	1
Mr. Bhumishth Patel3	Member	1	1
Mr. Digesh Deshaval4	Member	1	1
Mr. Harsh Kothari5	Member	NA	NA

1. Mr. Narendrakumar Patel had been appointed as Chairman of Committee w.e.f. 11th September, 2023

2. Ms. Payal Patel had given resignation from the post of Chairperson of the Stakeholder and Relationship Committee w.e.f. 11th September, 2023.

3. Mr. Bhumishth Patel Appointed as Member of the Committee w.e.f. 1st August, 2024

4. Mr. Digesh Deshaval resigned as Member of the Committee w.e.f. 1st August, 2024

38. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

39. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.

40. MAINTENANCE OF COST RECORDS:

According to information and explanation given to us, the Central Government has not prescribed maintenance of cost records under section 148(1] of the Act in respect of activities carried out by the Company.

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

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.

42. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING LOAN FROM THE BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

43. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

1

Mr. Tarunkumar Patel had given resignation from the post of Non-Executive Director w.e.f. 25th May, 2023

2

Mr. Dahyabhai Patel had been appointed as Managing Director w.e.f. 25th May, 2023 and Mr. Dahyabhai Patel had given

resignation from the post of Managing Director w.e.f. 11th September, 2023

3

Mr. Bhumishth Patel had been appointed as Managing Director w.e.f. 11th September, 2023, resigned from the post of Managing

Director w.e.f 3rd February, 2024 and appointed as Managing Director w.e.f 1st August, 2024.

4

Mr. Parth Kamdar had given resignation from the post of Company Secretary w.e.f 12th July, 2023

5

Mr. Narendrakumar Patel as Non-Executive Director w.e.f. 11th September, 2023.

6

Ms. Gitika Mishra appointed as Company Secretary of the Company w.e.f. 3rd February, 2024

---

Mar 31, 2023

DIRECTOR''S REPORT

To,

The Members,

Evoq Remedies Limited

Your Directors hereby present the 13^th Board''s Report on the Business and Operations of the
Company together with the Audited Financial Statements along with the Auditor''s Report for the
Financial Year ended on 31^st March, 2023.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2023 is
summarized as below:

Particulars	2022-23	2021-22
Revenue from Operations	2038.99	1678.31
Other Income	602.27	0.00
Total Income	2641.26	1678.31
Total Expenses	2412.81	1532.47
Profit Before Exceptional and Extra Ordinary Items and Tax	228.45	145.84
Exceptional and Extra Ordinary Items	0.00	0.00
Profit Before Tax	228.45	145.84
Tax Expense: Current Tax	66.52	36.71
Deferred Tax	0.00	0.00
Profit for the Period / After T ax	161.93	109.13
Earnings Per Share (EPS)
Basic	1.19	0.70
Diluted	1.19	0.70

2. OPERATIONS:

Total revenue from operations for Financial Year 2022-23 is Rs. 2641.26 Lakhs compared to the
total revenue from operations of Rs. 1678.31 Lakhs of previous Financial Year. The Company
has incurred Profit before tax for the Financial Year 2022-23 of Rs. 228.45 Lakhs as compared to
Profit of Rs. 145.84 Lakhs of previous Financial Year. Net Profit after Tax for the Financial Year
2022-23 is Rs. 161.93 Lakhs as against Net Profit of Rs. 109.13 Lakhs of previous Financial Year.
The Directors are continuously looking for the new avenues for future growth of the Company
and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business during the year under review.

4. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March
31, 2023 is available on the Company''s website at www.evoqremedies.com.

5. SHARE CAPITAL:A. AUTHORISED SHARE CAPITAL:

The authorised Equity share capital of the Company as on 31^st March, 2023 is Rs.

16.00. 00.000/- (Rupees Sixteen Crores Only) divided into 1,60,00,000 (One Crore Sixty
Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

B. PAID-UP SHARE CAPITAL:

The paid-up Equity share capital of the Company as on 31^st March, 2023 is Rs.

13.60.00. 000/- (Rupees Thirteen Crores Sixty Lakhs Only) divided into 1,36,00,000 (One
Crore Thirty Six Lakhs) equity shares of Rs. 10/- (Rupees Ten Only).

6. CHANGE OF REGISTERED OFFICE OF THE COMPANY:

Registered office of the Company is changed from F-12-A, First Floor, V R Complex, Near
Sanathal Cross Road, Sanathal Ahmedabad - 382 210 to A-1106, Empire Business Hub Near
AUDA Water Tank, Science City Road, Sola, Ahmedabad, Gujarat - 380 060 with effect from 3^rd
September, 2022.

7. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your directors do not
recommend any dividend for the Financial Year 2022-23 (Previous year - Nil).

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

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid
or unclaimed for a period of seven years shall be transferred to the Investor Education and
Protection Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed
dividend in the “Unpaid Dividend Account” lying for a period of seven years from the date of
transfer of such unpaid dividend to the said account. Therefore, there were no funds which were
required to be transferred to Investor Education and Protection Fund.

9. TRANSFER TO RESERVES:

The profit of the Company for the Financial Year ending on 31^st March, 2023 is transferred to
profit and loss account of the Company under Reserves and Surplus.

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

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.

11. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which
would impact the going concern status of the Company and its future operation.

12. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap
between two meetings not exceeding 120 days to take a view of the Company''s policies and
strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 4 (Four) viz., 30^th May, 2022, 3^rd
September, 2022, 7^th November, 2022 and 31^st March, 2023.

13. DIRECTORS RESPONSIBILITYSTATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies
Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a In the preparation of the Annual Accounts, for the year ended on 31^st March, 2023 the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departure from the same;

b. The Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of financial year and of the profit of
the Company for the financial year ended on 31^st March, 2023.

c. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

d. The Directors had prepared the Annual Accounts on a going concern basis;

e. The Directors had laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively and

£ 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.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as
the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for
Corporate Social Responsibility.

15. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:i. Auditors'' Report and Qualified Report:Query 1:

The company has not complied provisions of section 185 and 186 of Companies Act, 2013 in

following cases in annexure:

Reply 1:

There is no need to comply the provisions of the section 185 & 186 of the companies act
2013 as the said advances are for business purpose like trading of goods etc.,

Query 2:

The loans granted are re-payable on demand. As informed, the company has not demanded
Repayment of any such loan during the year, thus, there has been no default on the part of
the parties to whom the money has been lent. However no interest have been charged.

Reply 2:

Interest on Unsecured Loan was not provided because promoter wants to help the
company.

Query 3:

According to the information and explanations given to us and on an overall examination of
the balance sheet of the Company, we report that funds have been raised on short-term
basis (Rs. 9.57 Crores) by the Company and same have been utilised for advances to the
creditors (Rs. 7.34 Crores) for which no explanation given.

Reply 3:

The Fund raised on short term basis Rs. 9.57 Crores by company have been utilized for
purchase of goods and said funds are not from public or bank but from promoter group.

Query 4:

The company is regular in depositing with appropriate authorities undisputed statutory
dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales-Tax, Service
Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other statutory dues
applicable to it, except regular income tax demand Rs. 86.72 Lakhs.

Reply 4:

The Demand of income tax not paid due to financial crisis and major fund involve in debtors
And stock. It will be paid within short time.

Query 5:

All transactions with the related parties are in compliance with section 177 and 188 of
Companies Act, 2013 where applicable and the details have been disclosed in the Financial
Statements etc., as required by the applicable accounting standards.

Reply 5:

Related party transactions are routine business transactions.

Query 6:

Whether moneys raised by way of initial public offer or further public offer (including debt
instruments) and term loans were applied for the purposes for which those are raised. If
not, the details together with delays or default and subsequent rectification? if any, as may
be applicable, be reported.

Reply 6:

The Fund Utilized as per DRHP for the working capital purpose.

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

ii. Secretarial Auditor''s Report:

The observation of the Secretarial Auditor, as per Secretarial Report i.e. MR-3 and do not calls
for any further comment.

16. PARTICULARS OF LOANS, GUARANTEES, SECURITIES COVERED OR INVESTMENTS
MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of loans, investment, guarantees and securities covered under the provisions of
section 186 of the Companies Act, 2013 are provided in the financial statement.

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

All transactions to be entered by the Company with related parties will be in the ordinary -
Course of business and on an arm''s length basis. Further, Particulars of contract or arrangement
with related parties referred to in section 188(1) of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014, in Form No. AOC-2 is enclosed herewith as
Annexure I.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule
V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an
integral part of this Report, and provides the Company''s current working and future outlook as
per Annexure - II.

19. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial
statement across the organization. The same is subject to review periodically by the internal
audit cell for its effectiveness. During the financial year, such controls were tested and no
reportable material weaknesses in the design or operations were observed. The Statutory
Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance
with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the
Independent Auditor''s report.

Internal Financial Controls are an integrated part of the risk management process, addressing
financial and financial reporting risks. The internal financial controls have been documented,
digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management
reviews, control self-assessment, continuous monitoring by functional experts. We believe that
these systems provide reasonable assurance that our internal financial controls are designed
effectively and are operating as intended.

During the year, no reportable material weakness was observed.

20. RESERVES & SURPLUS:

Sr. No.	Particulars	Amount
1.	Balance at the beginning of the year	112.43
2.	Securities Premium account	844.20
3.	Current Year''s Profit / Loss	161.93
Total		1118.55

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

The Company has framed formal Risk Management framework for risk assessment and risk
minimization for Indian operation which is periodically reviewed by the Board of Directors to
ensure smooth operations and effective management control. The Audit Committee also reviews
the adequacy of the risk management frame work of the Company, the key risks associated with
the business and measures and steps in place to minimize the same.

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

The details of conservation of energy, technology absorption etc. as required to be given under
section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014,
is not given as the Company has not taken any major step to conserve the energy etc.

There were no foreign exchange earnings or outgo during the year under review.

Sr. No.	Foreign exchange earnings and outgo	F.Y. 2022-23	F.Y. 2021-22
1.	Foreign exchange earnings	Nil	Nil
2.	CIF value of imports	Nil	Nil
3.	Expenditure in foreign currency	Nil	Nil
4.	Value of Imported and indigenous Raw Materials, Spare-parts and Components Consumption	Nil	Nil

23. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of
achievements on a periodical basis. The remuneration policy is in consonance with the existing
industry practice and is designed to create a high-performance culture. It enables the Company
to attract, retain and motivate employees to achieve results. The Company has made adequate
disclosures to the members on the remuneration paid to Directors from time to time. The
Company''s Policy on director''s appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other matters
provided under Section 178 (3) of the Act is available on the website of the Company at
www.evoqremedies.com.

24. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND
JOINT VENTURES:

The Company does not have any Holding / Subsidiary / Associate Company and Joint Venture.

25. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI). The Company has
devised proper systems to ensure compliance with its provisions and is in compliance with the
same.

26. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to
the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud
committed against the Company by its officers or employees, the details of which would need to
be mentioned in the Board''s Report.

27. STATE OF COMPANY''S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in
Regulation 34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual Report.
It contains a detailed write up and explanation about the performance of the Company.

28. STATEMENT ON ANNUAL EVALUATION OF BOARD''S PERFORMANCE:

The Board evaluated the effectiveness of its functioning, that of the Committees and of
individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The
Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring
corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the
Chairman of the Nomination and Remuneration Committee had one-on-one meetings with each
Executive and Non-Executive, Non-Independent Directors. These meetings were intended to
obtain Directors'' inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the
Board as a whole, and the Chairman of the Company was evaluated, taking into account the
views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual

directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and
individual directors was discussed.

The evaluation process endorsed the Board Members'' confidence in the ethical standards of the
Company, the resilience of the Board and the Management in navigating the Company during
challenging times, cohesiveness amongst the Board Members, constructive relationship between
the Board and the Management, and the openness of the Management in sharing strategic
information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its
committees and individual directors as per the formal mechanism for such evaluation adopted
by the Board. The performance evaluation of all the Directors was carried out by the Nomination
and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a
whole was carried out by the Independent Directors. The exercise of performance evaluation
was carried out through a structured evaluation process covering various aspects of the Board
functioning such as composition of the Board & committees, experience & competencies,
performance of specific duties & obligations, contribution at the meetings and otherwise,
independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance
evaluation of the Directors individually as well as evaluation of the working of the Board by way
of individual feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

29. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS
PRACTICES:A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for
Directors and employees to report concerns about unethical behavior, actual or
suspected fraud or violation of Company''s Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY:

The Company has framed “Business Conduct Policy”. Every employee is required to
review and sign the policy at the time of joining and an undertaking shall be given for
adherence to the policy. The objective of the policy is to conduct the business in an
honest, transparent and in an ethical manner. The policy provides for anti-bribery and
avoidance of other corruption practices by the employees of the Company.

30. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees
of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of
the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the
financial year 2022-23.

31. LOAN FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant
related party transactions which may have potential conflict with the interest of the Company at
large. Suitable disclosures as required are provided in AS-18 which is forming the part of the
notes to financial statement.

32. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No.	Name	Designation	DIN
1.	Ms. Payal Patel5	Non-Executive Director	05300011
2.	Mr. Dahyabhai Patel35	Managing Director	07061899
3.	Mr. Pranav Vajani	Independent Director	09213749
4.	Mr. Digesh Deshaval	Independent Director	09218553
5.	Mr. Yogesh Rajput	CFO	ADSPR1053K
6.	Mr. Bhumishth Patel25	Managing Director	02516641
7.	Mr. Tarunkumar Patel3	Non-Executive Director	09433349
8.	Mr. Tej Hanj1 2 3 4	Company Secretary	AGMPH8323B
9.	Mr. Parth Kamdar14	Company Secretary	BSTPK0882Q
10.	Mr. Narendrakumar Patel5	Non-Executive Director	07017438

⁵ Mr. Bhumishth Patel had been appointed as Managing Director, Mr. Narendrakumar Patel as
Non-Executive Director, Mr. Dahyabhai Patel had given resignation from the post of Managing
Director and Ms. Payal Patel had given resignation from Non-Executive Director w.e.f. 11^th
September, 2023.

Apart from the above changes, there were no other changes in the composition of the Board of
Directors of the Company during the Financial Year 2022-23 and till the date of Board''s Report.

As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

33. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Pranav Vajani and Mr. Digesh Deshaval, Independent Directors of the Company have
confirmed to the Board that they meet the criteria of Independence as specified under Section
149 (6) of the Companies Act, 2013 and they qualify to be Independent Director. They have also
confirmed that they meet the requirements of Independent Director as mentioned under
Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015. The confirmations were noted by the Board.

34. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, quarterly compliance report on requirement Corporate Governance is not applicable to
the Company.

35. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor
renewed any deposits during the financial year. Hence, the Company has not defaulted in
repayment of deposits or payment of interest during the financial year.

36. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board
has carried the evaluation of its own performance, performance of Individual Directors, Board
Committees, including the Chairman of the Board on the basis of attendance, contribution
towards development of the Business and various other criteria as recommended by the
Nomination and Remuneration Committee of the Company. The evaluation of the working of the
Board, its committees, experience and expertise, performance of specific duties and obligations
etc. were carried out. The Directors expressed their satisfaction with the evaluation process and
outcome.

In a separate meeting of Independent Directors, the performances of Executive and Non -
Executive Directors were evaluated in terms of their contribution towards the growth and
development of the Company. The achievements of the targeted goals and the achievements of
the expansion plans were too observed and evaluated, the outcome of which was satisfactory for
all the Directors of the Company.

37. AUDITORS:A. Statutory Auditor:

M/s. J. M. Patel & Bros., Chartered Accountants, Ahmedabad, (Firm Registration No.
10770W), were appointed as the Statutory Auditors of the Company for the period of 4

(Four) consecutive years from the conclusion of 9^th Annual General Meeting held in the
year 2019 till the conclusion of 13^th Annual General Meeting of the Company to be held in
the year 2023.

The Auditor''s report for the Financial Year ended 31^st March, 2023 has been issued with
an unmodified opinion, by the Statutory Auditor.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, has appointed Mr. Gaurav Bachani, Proprietor of M/s. Gaurav Bachani &
Associates, Company Secretaries, as a Secretarial Auditor of the Company to conduct
Secretarial Audit for the Financial Year 2022-23.

The Secretarial Audit Report for the Financial Year 2022-23 is annexed herewith as
Annexure - III in Form MR-3. There are no adverse observations in the Secretarial Audit
Report which call for explanation.

C. Internal Auditor:

The Board of directors has appointed M/s. H T A & Associates,., Chartered Accountants,
as the internal auditor of the Company. The Internal Auditor conducts the internal audit
of the functions and operations of the Company and reports to the Audit Committee and
Board from time to time.

38. DISCLOSURESA. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated
below, was held on 30^th May, 2022, 3^rd September, 2022, 7^th November, 2022 and 31^st
March, 2023 and the attendance records of the members of the Committee are as follows:

Name	Status	No. of the	No. of the
		Committee	Committee
		Meetings entitled	Meetings attended
Mr. Pranav Vajani	Chairperson	4	4
Mr. Digesh Deshaval	Member	4	4
Ms. Payal Patel1	Member	4	4
Mr. Bhumishth Patel1	Member	NA	NA

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of the members of the Nomination and
Remuneration committee, as tabulated below, was held on 3^rd September, 2022 and the
attendance records of the members of the Committee are as follows:

Mr. Digesh Deshaval	Chairperson	1	1
Ms. Payal Patel1	Member	1	1
Mr. Narendrakumar Patel1	Member	NA	NA
Mr. Pranav Vajani	Member	1	1

C. Composition of Stakeholders'' Relationship Committee:

During the year under review, meetings of members of Stakeholders'' Relationship
committee as tabulated below, was held on 30^th May, 2022 and 3^rd September, 2022 and the
attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Ms. Payal Patel1	Chairman	2	2
Mr. Narendrakumar Patel1	Chairman	NA	NA
Mr. Digesh Deshaval	Member	2	2
Mr. Pranav Vajani	Member	2	2

39. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has always been committed to provide a safe and conducive work environment to
its employees. Your Directors further state that during the year under review there were no
cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by
the Company.

40. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the
management continued to remain cordial during the year under review.

41. MAINTENANCE OF COST RECORDS:

According to information and explanation given to us, the Central Government has not
prescribed maintenance of cost records under section 148(1) of the Act in respect of activities
carried out by the Company.

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

During the year under review, there were no applications made or proceedings pending in the
name of the Company under the Insolvency and Bankruptcy Code 2016.

43. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING LOAN
FROM THE BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks
and Financial Institutions.

44. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and
assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial
Institutions, Suppliers, Customers and other business associates who have extended their
valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and
appreciation for the commitment displayed by all executives, officers and staff at all levels of the
Company. We look forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of

A-1106, Empire Business Hub Near Evoq Remedies Limited

AUDA Water Tank, Science City
Road, Sola Ahmedabad, Gujarat -
380 060

Sd/- Sd/-Narendrakumar Patel Bhumishth PatelPlace: Ahmedabad Director Managing DirectorDate: 11^th September, 2023 DIN: 07017438 DIN: 02516641

1

Mr. Tej Hanj had given resignation from the post of Company Secretary and Mr. Parth
Kamdar had been appointed as Company Secretary w.e.f. 3^rd September, 2022.

2

Mr. Bhumishth Patel had given resignation from the post of Managing Director w.e.f. 31^st
March, 2023.

3

Mr. Tarunkumar Patel had given resignation from the post of Non-Executive Director and Mr.
Dahyabhai Patel had been appointed as Managing Director w.e.f. 25^th May, 2023.

4

Mr. Parth Kamdar had given resignation from the post of Company Secretary w.e.f 12^th July,
2023.