Directors Report of Felix Industries Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 13^th Annual Report of your Company together with the Audited Financial Statements of Accounts
for the financial year ended 31stMarch, 2025.

I. FINANCIAL RESULTS:

The audited standalone and consolidated financial statements of the Company as on 31stMarch 2025, are prepared in accordance with the relevant
applicable Accounting Standards and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 (''Act").

The summarized financial highlight is depicted below:

Particulars	Standalone		Consolidated
	F. Y 24-25	F.Y 23-24	F. Y 24-25	F.Y 23-24
Sales	3068.80	2886.03	3682.19	3390.48
Other Income	237.93	127.47	552.26	188.19
Total Income	3306.73	3013.50	4234.45	3578.67
Less: Expenditure	(2253.12)	(2480.62)	(3034.97)	(2922.03)
Profit/Loss before interest, depreciation and tax	1143.10	617.70	1378.82	752.00
Less: Interest	47.48	55.43	102.99	59.82
Less: Depreciation & Amortization cost	42.01	29.39	76.35	35.54
Profit/(Loss) before Tax	1053.61	532.88	1199.48	656.64
Less: Tax Expense	(301.89)	(157.13)	(288.15)	(155.60)
Profit/(Loss) after Tax	751.72	375.74	911.33	501.04

II. COMPANYS'' PERFORMANCE:

â¢ Apart from BOOT (Build-Own-Operate-Transfer) and EPC (Engineering, Procurement, and Construction) contracts, your Company also
maintains a robust and steady stream of revenue through its ongoing Operation and Maintenance (O&M) services.

â¢ Total Consolidated Income for the FY 2024-25 was INR 4234.45 Lakhs as against INR 3578.67 Lakhs in the previous year and the total
Standalone Income for the FY 2024-25 was INR 3306.73 Lakhs as against INR 3013.50 Lakhs in the previous year.

â¢ Consolidated and Standalone EPS (before exceptional items) of the Company for the FY 2024-25 was INR 6.87 as against INR 5.77 in the
previous year and INR 5.66 as against INR 4.33 in the previous year respectively.

Key Orders Received

Order Details	Nature of Contracts	Value(INR in Lakhs)
550 KLD RO	EPC	594.72
500 KLD ZLD 500 KLD WTP	Lease Contracts	6363.93
75 KLD ZLD	EPC	142.78
Operation & Maintenance of Water Injection Plants	O&M	1703.01

III. STATE OF COMPANY''S AFFAIR:

During the year under review, the company has made a net profit and the management is optimizing that the growth of the company will be on
better track and doing well in the upcoming Financial Year. As, the Company has good orders in hand and Directors of your company are expecting
to achieve much more net profit during the year Financial Year in comparing to the Previous Financial Year.

Further, in view of financial aspects, the position of the company is better than earlier and its compete to complete the order in hand in upcoming
period of time in easy and smooth manner.

IV. DIVIDEND:

The Board of Directors of your Company after considering various
factors, business strategies and investment requirements for Growth
Capital decided to conserve funds to maximize the Shareholders wealth
on a long run and hence did not recommend any dividend during the
FY 2024-25.

V. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of
profit under Retained Earnings. Accordingly, your Company has not
transferred any amount to General Reserves for the year ended March
31,2025.

VI. SERVICE OF DOCUMENTS THROUGH
ELECTRONIC MEANS

Subject to the applicable Provisions of the Companies Act, 2013
read with various Circulars and notifications issued from time to time,
all documents, including the notice and Annual Report will be sent
through electronic transmission in respect of members whose email
IDs are registered in their demat account or are otherwise provided by
the members.

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

The Company has not issued Dividend in the earlier financial years,
hence the provision of Section 125 of the Companies Act, 2013 is not
applicable to the company.

VIII. CHANGE IN THE NATURE OF THE COMPANY''S
BUSINESS:

During the year under review, there was no any change in the nature of
the company''s business.

IX. CHANGE IN THE SHARE CAPITAL OF THE
COMPANY:

Authorised Capital

During the year under review, there has been no change to the
authorized share capital of the Company and continues to remain
at INR19,00,00,000/- (Rupees Nineteen Crore Only) divided into
1,90,00,000 (One Crore Nineteen Lacs Only) Equity Shares of '' 10/-
each.

Issued, Subscribed & Paid-up Capital

The Issued, Subscribed and Paid Up Capital of the company is
'' 13,67,30,700/- (Thirteen Crore Sixty Seven Lakhs Thirty Thousand
Seven Hundred Only) Equity Shares of '' 10/- Only (Rupees Ten Only).

X. ISSUE AND ALLOTMENT OF CONVERTIBLE
WARRANTS

The Company issued and allotted 57,00,000 (Fifty-Seven Lakhs
Only) Fully Convertible Warrants ("Warrants"), each convertible into or
exchangeable for one fully paid-up equity share of face value '' 10/-
(Rupees Ten Only) at an issue price of '' 175/- per Warrant, including
a premium of '' 165/- per Warrant. The issuance was made on a
preferential basis pursuant to shareholders'' approval obtained through
a Special Resolution passed at the Extra-Ordinary General Meeting
("EGM") held on 27^th January, 2024.

Out of the above 57,00,000 Convertible warrants, the Company has
allotted 12,30,070 Equity Shares of face value '' 10/- (Rupees Ten Only)
each (cumulatively) upon conversion of warrants issued during the year.

It is further informed that the trading approval for 1,41,000 Equity Shares
out of 12,30,070 equity shares allotted upon conversion of warrants
was received from the National Stock Exchange (NSE) subsequent to
the end of the financial year 2024-25.

XI. DETAILS OF UTILIZATION OF FUND RAISED THROUGH PREFERENTIAL/STATEMENT OF DEVIATION

There is no deviation or variation in the use
of funds raised through Preferential Issue
of Convertible Warrants from the objects
stated in the Explanatory Statement to
the Notice of EGM of the Company dated
January 02,2024.Original Object

Modified
Object, if any

Original

Allocation

Modified
allocation, if
any

Funds Utilised

Amount of Deviation/
Variation for the
quarter according to
applicable object

Remarks
if Any

To Further Strengthen the Company''s
Capital Base and to augment the longÂ¬
term resources for meeting funding
requirements of its business activities
including BOOT Projects, Assets
Acquisitions, Acquisitions of Plant and
Machinery and other Fixed Assets to
fund Subsidiary Company in Oman by
Loan and/or Equity Participation,further
expansion plans/activities,financing the
future growth opportunities, to working
capital requirements and to meet general
corporate purposes.

N.A

'' 4110.04 (Out
of '' 9975.00)

N.A

'' 4110.04
(Out of
'' 9975.00)

NIL

None

XII. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company have the Subsidiaries, and Associate Company for the financial year ended on March 31,2025 and a statement containing the salient
features of financial statement of our subsidiary in form AOC-1 is attached as "Annexure-A".

XIII. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any
deposit within the meaning of Sections 73 and 74 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposits) Rules,
2014 (including any statutory modification(s) or re-enactment(s) for the
time being in force). Hence, the requirement for furnishing the details
of deposits which are not in compliance with Chapter V of the Act is not
applicable.

XIV. MATERIAL CHANGES AND COMMITMENT:

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

XV. DISCLOSURE OF INTERNAL FINANCIAL
CONTROLS:

The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. During
the period under review, no material or serious observation has been
received from the Internal Auditors of the Company for inefficiency or
inadequacy of such controls.

XVI. DISCLOSURE OF ORDERS PASSED BY
REGULATORS OR COURTS OR TRIBUNAL:

There are no any significant material orders passed by the Regulators
or Courts or Tribunals impacting the going concern status of your
Company and its operations in future.

XVII. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

The Company has complied with the applicable provisions of Section
186 of the Act during the year. Pursuant to Section 186 of the Act,
details of the Loans and advances made by the company are provided
in Note 11 of the Financial Statement.

XVIII. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013, as amended
from time to time, the Company has a policy on Related Party

Transactions which is approved by the Board which inter-alia defines
the process for identifying, reviewing, approving and monitoring of
Related Party Transactions. The policy is available on the Company''s
website at www.felixindustries.co.

As the Company has not entered into any material related party
transactions during the year, Form AOC-2 is not attached herewith.

XIX. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014 is given in the Statement annexed
herewith as "Annexure-B"

XX. SECRETERIAL STANDARDS

The Company has substantially and materially complied with applicable
Secretarial Standards issued by the Institute of Company Secretaries of
India, as amended from time to time.

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

[A] Consumption Of Energy & Technology
Absorption:

The details as required under Section 134 (3) (m) of the Companies Act,
2013, in respect of Conservation of Energy, Technology Absorption are
provided in "Annexure-C" of this report.

[B] Foreign Exchange Earning & Outgo:

Foreign Exchange Earning: INR 4,45,24,497/- (Value of exports in FOB
Basis).

Foreign Exchange Outgo: INR 26,10,487/-

XXII. REGISTRAR AND SHARE TRANSFER AGENT
OF THE COMPANY:

M/s. Big Share Services Pvt. Ltd. is our registrar and share transfer agent
of the company.

XXIII. BOARD OF DIRECTORS

Your Company, being professionally managed, is functioning under the overall supervision and guidance of the Board consisting of six (6) Directors
with two (2) Independent Directors including an Independent Woman Director, one (1) Non - Executive Non - Independent Director and two (3)
Executive Directors.

a. Composition of Board

Name of Directors	Designation	Category	No. of Board Meeting held during the year	No. of Board Meeting attended during the year
Mr. Ritesh Vinay Patel	Managing Director	Promoter Executive	08	08
Mr. Vinay Rajnikant Patel	Whole Time Director and CEO	Promoter Executive Director	08	08
Mrs. Mayuri Vinay Patel⁽¹⁾	Director	Non- Executive Director Non- Independent Director	01	01
Mrs. Nivedita Dinkar⁽²⁾	Director	Non-Executive Independent	07	03
Mr. Niren Atinbhai Desai	Director	Non-Executive Independent	08	05
Mr. Rushi Jani⁽³⁾	Director	Non-Executive Professional	06	06

a. Composition of Board (Contd.)

Name of Directors	Designation	Category	No. of Board Meeting held during the year	No. of Board Meeting attended during the year
Mrs. Shital Barot⁽⁴⁾	Director	Non-Executive Independent	07	06
Mr. Nishant Sharma⁽⁵⁾	Additional Director	Director-Finance	01	01

(1) Resigned from the directorship of the company w.e.f. 29^th May, 2024.

(2) Resigned w.e.f. 11^th February, 2025.

(3) Appointed as an Additional Director w.e.f. 29^th May 2024.

(4) Appointed as an Additional Director w.e.f. 29^th May 2024.

(5) Appointed as additional executive director of the company w.e.f 14^th February, 2025.

b. Key Managerial Personnel:

Pursuant to the provision of section 203 of the Companies Act,2013
(''the Act,'') Mr. Ritesh Patel, Managing Director, Mr. Vinay Rajnikantbhai
Patel CEO & Whole-time Director, Mr. Uday C. Shah, Chief Financial
Officer, Mrs. Hena Harshal Shah, Company Secretary of the Company
are the key managerial personnel''s of the company on 31^st March, 2025.

c. Appointment/Resignation of Directors:

â¢ Mr. Niren Desai was appointed as an Additional Director in the
category of Independent Director of the company on 15^thFebruary, 2024 for a term of five years, subject to the approval
of the shareholders. Subsequently, he was regularized as an
Independent Director of the Company with effect from 30^thSeptember, 2024.

â¢ Mr. Rushi Jani was appointed as an Additional Director in the
Non-Promoter and Non-Independent category of the Company
on 29^th May, 2024. Subsequently, he was regularized as a NonÂ¬
Executive Director under the Professional category with effect
from September 30, 2024.

â¢ Mrs. Shital Barot was appointed as an Additional Director in
the category of Independent Director of the Company on
29^th May, 2024, for a term of five years, subject to the approval
of the shareholders. Subsequently, she was regularized as an
Independent Director of the Company with effect from 30^thSeptember, 2024.

â¢ Mr. Nishant Sharma was appointed as Additional Director under
the category of Director -Finance w.e.f 14^th February, 2025.

d. Retirement by rotation and subsequent
re-appointment:

Mr. Rushi Jani (DIN: 10445308) is liable to retire by rotation at the
13^th AGM pursuant to the provisions of Section 152 of the Companies
Act, 2013 read with the Companies (Appointment and Qualification
of Directors) Rules, 2014 and the Articles of Association of Company
and being eligible have offered himself for reappointment. Appropriate
resolutions for the re-appointment are being placed for your approval
at the ensuing AGM.

The brief resume of the Directors and other related information has
been detailed in the Notice convening the 13thAGM of your Company.

e. Declaration of Independence:

Mr. Niren Atinbhai Desai and Mrs. Shital Barot were the Independent
Directors of the company during the financial year ended on March 31,

2025. The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as
prescribed under the provisions of the Companies Act, 2013 read with
the Schedules and Rules issued there under as well as Regulation 16(1)
(b) of Listing Regulations (including any Statutory modification(s) or reÂ¬
enactments) for the time being in force).

The Board is of the opinion that all Independent Directors of the
Company possess requisite qualifications, experience, expertise and
they hold highest standards of integrity.

During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the
Company, other than sitting fees and reimbursement of expenses
incurred by them for the purpose of attending meetings of the Board/
Committee of the Company.

f. Evaluation of Board''s Performance:

Pursuant to the Provisions of the Companies Act, 2013 and Regulation
17 of SEBI Listing Regulations, the Board has carried out the annual
performance evaluation of its own performance, performance
of the Chairman, the Committees and independent Directors
without Participation of the relevant Director. The Nomination and
Remuneration Committee of the Board continuously evaluates the
performance of the Board and provides feedback to the Chairman of
the Board. The independent directors had a separate meeting without
the presence of any non-independent directors and management and
considered and evaluated the Board''s performance, performance of
the Chairman and other non-independent directors and shared their
views with the Chairman. The Board had also separately evaluated the
performance of the Committees and independent directors without
participation of the relevant director.

g. Meeting of Board and Committee:

The Board of Directors of the Company met (08) Eight times during the
financial year ended March 31, 2025, i.e. on 16^th May, 2024, 30^th May,
2024, 12^th June, 2024, 19^th August,2024, 03^rd September, 2024, 14^thNovember, 2024, 28^th January, 2025 and 14^th February, 2025. Details of
attendance of meetings of the Board and its Committees are included
in this report.

The Independent Directors of the Company met on 14^th February, 2025
during the financial year under review. The Meeting was conducted in
an informal manner without the presence of the Chairman, Executive
Directors, Chief Financial officer, Company Secretary and any other
Managerial Personnel.

h. Board Committees:

As required under the Companies Act, 2013 and SEBI Listing
Regulations, 2015, the Board of Directors has (a) Audit Committee
(b)Nomination and Remuneration Committee and (c) Stakeholders
Relationship Committee. A detailed note on the composition of the
Committees, role and responsibilities assigned to these Committees
etc. are included in this report.

XXIV. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013 (including any
statutory modification(s) or re-enactment(s) for the time being in force),
the Directors of our Company confirm that:

a) In the preparation of the annual accounts for the financial year
ended 31^st March, 2025, the applicable Accounting Standards and
Schedule III of the Companies Act, 2013 (including any statutory
modification(s) or re-enactment(s) for the time being in force),
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 your Company as at 31stMarch, 2025 and of the
profit and loss of the Company for the financial year ended 31^stMarch, 2025;

c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
the Companies Act, 2013 (including any statutory modification(s)
or re-enactment(s) for the time being in force) 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 were operating effectively;

f) 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

XXV. CODE FOR PREVENTION OF INSIDER
TRADING:

Your Company has adopted a Code of Conduct to regulate, monitor
and report trading by designated persons and their immediate relatives
("Code") as per the requirements under the Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015. The
Code, inter alia, lays down the procedures to be followed by designated
persons while trading/dealing in the Company''s shares and sharing
Unpublished Price Sensitive Information ("UPSIâ). The Code covers
Company''s obligation to maintain a structured digital database ("SDDâ),
mechanism for prevention of insider trading and handling of UPSI,
and the process to familiarize with the sensitivity of UPSI. To increase
awareness on the prevention of insider trading in the organisation and
to help the Designated Persons to identify and fulfill their obligations,
regular trainings have been imparted to all designated persons by the
Company.

XXVI. EXTRACT OF ANNUAL RETURN:

Pursuant to the Provisions of Section 134(3)(a) and Section 92 of the Act
read with Rule 12 of the Companies (Management and Administration)
Rules, 2014, Annual Return of the Company as at March 31, 2025 is
hosted on your Company''s website at www.felixindustries.co.

XXVII. DISCLOSURE OF VARIOUS COMMITTEES OF
BOARD OF DIRECTORS:

The Board Committees play a crucial role in the governance structure
of the Company and have been constituted to deal with specific
areas/activities as mandated by applicable regulations, which
concern the Company and need a closer review. The composition
and terms of reference of all the Committees are in compliance with
the Companies Act, 2013 and Securities and Exchange Board of India
(Listing Obligations and Disclosures Requirements) Regulations, 2015,
as applicable. During the year, all the recommendations made by the
respective Committees were accepted by the Board. All observations,
recommendations and decisions of the Committees are placed before
the Board for information or for approval. The Board Committees
request special invitees to join the meeting, as and when appropriate.

The Company have Audit Committee, Stakeholders'' Relationship
Committee and Nomination and Remuneration Committee.

[A] Audit Committee:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013;

The Audit Committee was reconstituted on May 29, 2024 and subsequently re-constituted on February 14, 2025 following the end of financial year.
The composition of the Committee is in conformity with the provisions of the said section.

Composition:

The details of composition of Audit Committee are as follows:

Sr. No.	Name	Designation	Position In Committee	No. of meeting held	No. of meetings attended
1.	Mr. Niren Atinbhai Desai	Independent Director	Chairman	04	03
2.	Mrs. Shital Barot ⁽¹⁾	Independent Director	Member	04	03
3.	Mr. Ritesh Vinay Patel	Managing Director	Member	04	04
4.	Mr. Nishant Sharma⁽²⁾	Additional Director-Finance	Member	01	01

The Audit Committee had 04 meetings i.e. on 30^th May, 2024, 03^rdSeptember, 2024, 14^th November, 2024 & 14^th February, 2025 during
the financial year.

The Chairperson of the Committee duly attended and was present at
the previous Annual General Meeting.

Terms of Reference:

The powers, role and terms of reference of the Audit Committee covers
the areas as contemplated under Regulation 18 of the Securities
and Exchange Board of India (Listing Obligations and Disclosures
Requirements) Regulations, 2015 and Section 177 of the Companies
Act, 2013 as applicable along with other terms as referred by the Board
of Directors. The terms of reference of the Audit Committee are broadly
as under:

â¢ Oversight of the Company''s Financial Reporting Process and the
disclosure of its Financial Information to ensure that the Financial
Statement is correct, sufficient and credible;

â¢ Recommendation for appointment, remuneration and terms of
appointment of Auditors of the Company;

â¢ Approval of payment to Statutory Auditors for any other services
rendered by the Statutory Auditors;

â¢ Examination and reviewing, with the Management, the Annual
Financial Statements and Auditors'' Report thereon before
submission to the Board for approval, with particular reference to:

i. Matters required to be included in the Director''s
Responsibility Statement to be included in the Board''s
report in terms of Section 134 (3)(c) of the Act;

ii. Changes, if any, in the Accounting Policies and Practices and
reasons for the same;

iii. Major accounting entries involving estimates based on the
exercise of judgment by Management;

iv. Significant adjustments made in the Financial Statements
arising out of audit findings;

v. Compliance with listing and other legal requirements
relating to Financial Statements;

vi. Disclosure of any Related Party Transactions;

vii. Qualifications in the draft Audit Report;

â¢ Reviewing with the Management, the quarterly Financial
Statements before submission to the Board for approval;

â¢ Review and monitor the Auditors'' independence and performance
and effectiveness of audit process;

â¢ Approval or any subsequent modification of transactions of the
Company with Related Parties;

â¢ Scrutiny of Inter - Corporate Loans and Investments;

â¢ Evaluations of Internal Financial Controls and Risk Management
Systems;

â¢ Reviewing with the Management, performance of Statutory and
Internal Auditor and adequacy of the internal control systems;

â¢ Reviewing the adequacy of internal audit function and discussion
with Internal Auditors of any significant findings and follow up
there on;

â¢ Reviewing the findings of any internal 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 Board;

â¢ Discussion with Statutory Auditors before the audit commences,
about the nature and scope of audit as well as post-audit
discussion to ascertain any area of concern;

â¢ To review the functioning of the Whistle Blower Mechanism;

â¢ Carrying out any other function as is mentioned in the terms of
reference of the Audit Committee;

â¢ Oversight of the Listed entity''s financial reporting process and the
disclosure of its financial information to ensure that the Financial
Statement is correct, sufficient and credible.

[B] Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of Directors was

constituted pursuant to the provisions of Section 178 of the Companies

Act, 2013.

The Nomination & Remuneration Committee was reconstituted on

May 29, 2024.

The composition of the Committee is in conformity with the provisions

of the said section.

Composition:

The details of composition of Nomination and Remuneration Committee are as follows:

Sr. No.	Name	Designation	Position In Committee	No. of meeting held	No. of meetings attended
1.	Mrs. Shital Barot ⁽¹⁾.	Independent Director	Chairperson	02	01
2.	Mr. Niren Atinbhai Desai	Independent Director	Member	02	02
3.	Mr. Rushi Jani ⁽²⁾	Non-Executive Director	Member	02	02

(1) Appointed as Chairperson w.e.f 29^th May, 2024

(2) Appointed as a member w.e.f 29^th may, 2024

The Nomination & Remuneration Committee had 02 meeting i.e. on
03^rd September, 2024 & 14^th February, 2025 during the financial year.

Terms of reference:

The broad terms of reference of the Nomination and Remuneration
Committee are as under:

â¢ Determination and recommendation of criteria for appointment
of Executive, Non-Executive and Independent Directors to the
Board;

â¢ Review and approval of compensation/remuneration payable to
Senior Management Personnel, Relatives of Directors, Executive
and Non-Executive Directors etc. and recommend to the Board
for their approval;

â¢ Succession planning for Board of Directors and Senior
Management Employees;

â¢ Identifying and selection of candidates for appointment of
Directors/Independent Directors based on laid down criteria;

â¢ Examination and evaluation of performance of the Board of
Directors and Senior Management Personnel including Key
Managerial Personnel based on criteria approved by the Board;

The Board has on the recommendation of Nomination and
Remuneration Committee framed a policy on director''s appointment
and remuneration of Directors including criteria for determining
qualification, positive attributes, independence of directors and
remuneration for directors, Key Managerial Personnel and other
employees. The Nomination and Remuneration Policy is available on
the website of the Company at www.felixindustries.co.

Policy on Directors'' Appointment & Remuneration

The Board has in accordance with the provisions of sub-section (3)
of Section 178 of the Companies Act, 2013, formulated the policy
setting out the criteria for determining qualifications, positive attributes,
independence of a Director and policy relating to remuneration
of Directors, Key Managerial Personnel and other employees. The

said policy is accessible on the Company''s official website at www.
felixindustries.co.

We affirm that the remuneration paid to the Directors is as per the terms
laid out in the Remuneration Policy of the Company.

Performance Evaluation:

Pursuant to the provisions of the Act, Listing Regulations, 2015 and
the Remuneration Policy of the Company, the Board of Directors/
Independent Directors/Nomination and Remuneration Committee
(as applicable) has undertaken an evaluation of its own performance,
the performance of its Committees and of all the individual Directors
including the Chairman of the Board of Directors based on various
parameters relating to roles, responsibilities and obligations of the
Board, effectiveness of its functioning, contribution of Directors at
meetings and the functioning of its Committees. Such evaluation is
presented to the Nomination and Remuneration Committee and the
Board of Directors (as applicable). Directors express their satisfaction
with the evaluation process.

The Committee while evaluating the performance of the Non-Executive
Independent Directors may take into consideration various factors
including:

â¢ Attendance and Participation at the Board Meetings, Committee
Meetings and Annual General Meeting;

â¢ Other Directorship held by the Non-Executive Independent
Directors;

â¢ Input in strategy decisions;

â¢ Review of Financial Statements, risks and business performance;

â¢ Time devoted toward discussion with Management;

â¢ Active participation in long-term strategic planning;

[C] Stakeholders Relationship Committee:

The Stakeholders Relationship Committee of Directors was constituted
pursuant to the provisions of Section 178(5) of the Companies
Act, 2013.

The Stakeholder Relationship Committee was reconstituted on May
29, 2024.The composition of the Committee is in conformity with the
provisions of the said section.

Composition:

The details of composition of Stakeholders Relationship Committee shall comprise;

Sr. No.	Name	Designation	Position In Committee	No. of meeting held	No. of meetings attended
1.	Mr. Niren Atinbhai Desai	Independent Director	Chairman	01	01
2.	Mr. Ritesh Patel	Executive Director	Member	01	01
3.	Mrs. Shital Barot ¹	Independent Director	Member	01	01

Terms of reference:

â¢ Transfer and transmission of shares held by shareholders in
physical format;

â¢ Shareholder''s Compliant viz non-receipt of dividend, annual
report, shares after transfer, delays in transfer of shares etc.;

â¢ Status of dematerialization/rematerialization of shares;

â¢ Issue of duplicate share certificates;

â¢ Monitor and Track redressal of Investor complaints;

â¢ Oversee the performance of the Companyâs Registrar and Transfer
Agents;

â¢ Suggest measures for improvement upgrade the standard of
services to investors from time to time;

â¢ Carry out any other function as is referred by the board from time
to time or enforced by any statutory modification/amendment or
modification as may be applicable;

Your Company''s shares are compulsorily traded in the de-
materialized form. Based on the delegated powers of the Board,
Directors/offiicers/RTA approves the application/request for
transfers/transmission/demat/remat of shares, deletion of name,
duplicate share certificate etc. on a regular basis and the same
is reported at the next meeting of the Committee, normally held
every quarter.

Details of Investor''s grievances/Complaints:

No. of Complaints pending as on April 01,2024	NIL
No. of Complaints identified and reported during Financial Year 2024-25	NIL
No. of Complaints disposed during the year ended March 31,2025	NIL
No. of pending Complaints as on March 31,2025	NIL

XXVIII. AUDITORS:

[A] Statutory Auditors:

M/s. S.N Shah & Associates, Chartered Accountants appointed as the
auditor of the company in the AGM held on 09^th September, 2022 to
hold the office till the conclusion of the 14^th Annual General Meeting
to be held in the year 2026 at such remuneration as may be mutually
agreed between the Board of Directors of the Company and the
Statutory Auditor.

There are no qualifications, reservations or adverse remarks made
by M/s. S.N Shah & Associates, Chartered Accountants, the Statutory
Auditors of the Company, in their report. The observations made by
the Statutory Auditors in their report for the financial period ended
31^st March, 2025 read with the explanatory notes therein are selfÂ¬
explanatory and therefore, do not call for any further explanation or
comments from the Board under Section 134(3) of the Companies
Act, 2013.

The Statutory Auditors'' of the Company has put one matter under
EMPHASIS OF MATTER and pointed out that the Financial Statement
of the Company:

a. Notes No. 30(e) relating to the non-provision for doubtful debts
amounting to '' 97,56,061/- of which amount of '' 76,15,214/-
classified as non-current trade receivables and amount of
'' 21,40,487/- classified as current trade receivables.

b. Note No. 17 relating to short term loans and advances of
'' 15,80,79,174/- given by the company to various parties.

c. Note No. 11, Note No. 1(q) and Note 30(f) relating to investment
made in Foreign Subsidiary, Indian Subsidiaries and Indian
Associate Company.

Board Response

a. The Board of Directors of the Company would like to clarify that
the Company is actively pursuing recovery from the parties
against whom the outstanding amount has been pending for a
considerable period. Considering the potential future business
opportunities with these parties, the Company has, at this stage,
refrained from initiating any legal proceedings.

In the opinion of the management, there remains a strong
likelihood of recovering the said dues, and accordingly, no
provision has been made towards doubtful debts amounting to
'' 97,56,061/-.

It is further noted that the aforesaid outstanding amount pertains
to the period prior to the Company''s Initial Public Offer (IPO). The
Board will continue to review the prospects of recovery and, if
deemed necessary, may consider creating a provision for doubtful
debts in the current financial year 2025-26.

b. The Company has extended short-term loans and advances to
unrelated third parties. These parties are not affiliated with the
Company and its promoters or group. The Company has given
such loans and advances in compliances of provisions of section
186 of the Companies Act, 2013 and are short term in nature with
repayment ON DEMAND. Further, the Note No.17 to the accounts
in the financial statement is self-explanatory in nature.

c. The Company has invested in its Foreign Subsidiary, Indian
Subsidiaries, and an Indian Associate Company. The details are
given in Note No. 11 of the Financial Statements

[B] Cost Auditor:

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

Further, maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies
Act, 2013, is not required by the Company and accordingly such
accounts and records are not made and maintained.

[C] Internal Auditor

Mr. Amit Uttamchandani, proprietor of M/s Amit Uttamchandani
& Associates; Chartered Accountants is the Internal Auditor of the
Company.

[D] Secretarial Auditor:

The Company has appointed the M/s. Vishwas Sharma & Associates,
Company Secretaries, Ahmedabad as Secretarial Auditor to conduct
secretarial audit for the F.Y. 2024-25 pursuant to the provisions of
Section 204 of the Companies Act, 2013. The secretarial audit of the
Company has been conducted on a concurrent basis in respect of the
matters as set out in the said rules and Secretarial Audit Report given
by M/s. Vishwas Sharma & Associates, Company Secretaries, Secretarial
Auditor of the Company forms part of this report and is marked as
"Annexure-D".

The Secretarial Audit Report for the year ended on March 31, 2025
contains the following observations as follows:

a. The company received an advisory letter dated July 24, 2024
from the National Stock Exchange of India Limited ("NSEâ) for
non-compliance of proviso to Regulation 167(1) of Securities and
Exchange Board of India (ICDR) Regulation, 2018;

b. The Company has made delay in compliance with Regulation
31A (8) (c) (i) of SEBI LODR Regulations, 2015 i.e. to disclose
the material events not later than twenty four hours from the
submission of the application by the Listed entity for seeking
approval for reclassification of promoters to public category from
recognized Stock Exchange, and received an advisory letter dated
March 13, 2025 from National Stock Exchange of India Limited
("NSE'').

Board Response:

a. The Board of Directors would like to clarify that 57,00,000
convertible warrants were duly allotted on 28^th February, 2024.
Subsequently, the Company initiated the process of creation of
ISIN for the said warrants, which was allotted on 13^th March, 2024.
Post ISIN generation, the Company carried out the corporate
action for credit of 57,00,000 convertible warrants into the
respective allottees'' demat accounts. Further, the Company
received confirmation letters from CDSL and NSDL on 9^th April,
2024 and 12^th April, 2024 respectively, mentioning the applicable
lock-in details. It is pertinent to note that the warrants are under
lock-in up to 28^th February, 2025, being one year from the date
of allotment of convertible securities. Accordingly, the Company
has complied with the requirements of Regulation 167(1) of the
SEBI (ICDR) Regulations, 2018, and the Board affirms that the
necessary procedures were duly followed.

b. The Board clarifies that the delay in compliance occurred
inadvertently. However, the necessary disclosure was duly filed,
though not within the prescribed timeline. The Board assures
that steps have been taken to further strengthen internal
monitoring and reporting mechanisms, and affirms that due care
will be exercised to ensure timely and proper compliance with all
applicable regulations in future.

XXIX. GREEN INITIATIVE:

The Ministry of Corporate Affairs has taken a "Green Initiative in the
Corporate Governanceâ by allowing paperless compliances by the
Companies and has issued Circulars stating that service of notice/
documents including Annual Report can be sent by e-mail to its
members.

As a responsible corporate citizen, the Company welcomes and
supports the ''Green Initiative'' undertaken by the Ministry of Corporate
Affairs, Government of India, enabling electronic delivery of documents
including the Annual Report, amongst others, to shareholders at their
e-mail address previously registered with the DPs and RTAs.

Shareholders who have not registered their e-mail addresses so far are
requested to do the same. Those holding shares in demat form can
register their e-mail address with their concerned DPs. Shareholders
who hold shares in physical form are requested to register their e-mail
addresses with the RTA.

XXX. CORPORTAE GOVERNANCE:

Your Company has been complying with the principals of good
Corporate Governance over the years and is committed to the
highest standards of compliance. Pursuant to regulation 15(2) of the
SEBI (LODR) Regulations 2015, the compliance with the corporate
governance provisions as specified in regulations 17 to 27 and clauses
(b) to (i) of Regulation 46 (2) and para C, D and E of schedule V shall not
apply to the listed entity which has listed its specified securities on the
SME Exchange and as your Company is listed on SME exchange of NSE
i.e. NSE Emerge,

Therefore, the Regulations relating to Corporate Governance are not
applicable to the Company.

XXXI. PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE:

As per the requirement of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules
made thereunder, your Company has constituted Internal Complaints
Committee (ICC) which is responsible for redressal of complaints
related to sexual harassment. The ICs includes external members with
relevant experience. The ICs, presided by senior women, conduct the
investigations and make decisions at the respective locations. The ICs
also work extensively on creating awareness on relevance of sexual
harassment issues, including while working remotely.

Your Directors declared and confirm that, during the year under review,
there is no case filed under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

All new employees go through a detailed personal orientation on antiÂ¬
sexual harassment policy adopted by the Company.

XXXII. VIGIL MECHANISM/WHISTLE BLOWER
POLICY:

The Company believes in the conduct of its affairs in a fair and
transparent manner to foster professionalism, honesty, integrity
and ethical behavior in its employees & stakeholders. The Company
has adopted a Whistle Blower Policy as a part of vigil mechanism.
The said policy is available on the website of the company www.
felixindustries.co.

Also, the Code of Business Conduct (Code) lays down important
corporate ethical practices that shape the Company''s value system and
business functions and represents cherished values of the Company.

XXXIII. CORPORATE SOCIAL RESPONSIBILITY
(CSR):

Pursuant to Section 135(4) of the Act, the major contents of CSR policy
include your Company''s CSR approach and guiding principles, core
Ideology, total outlay for each financial year, allocation of resources
and thrust areas, formulation of annual action plan, Executing Agency/
Partners and Impact Assessment. During the year the company has
done various CSR activities which are listed in "Annexure-E".

XXXIV. MANAGEMENT''S DISCUSSION AND
ANALYSIS REPORT:

The Management''s Discussion and Analysis Report for the year
under review, as stipulated under Regulation 34(2) (e) of the Listing
Regulations is given as an "Annexure-Fâ to this report.

XXXV. COMPLIANCE WITH THE PROVISIONS OF
SECRETARIAL STANDARDS:

The Company has substantially and materially complied with applicable
Secretarial Standards issued by the Institute of Company Secretaries of
India, as amended from time to time.

XXXVI. VARIOUS POLICIES OF THE COMPANY:

In accordance with the provisions of the Securities and Exchange
Board of India (Listing Obligations and Disclosures Requirements)
Regulations, 2015and the Companies Act, 2013 the Company has
formulated, implemented various policies. All such Policies are available
on Company''s website www.felixindustries.co under the Policies subÂ¬
caption of the Investor Caption. The policies are reviewed periodically
by the Board and updated based on need and requirements. Some of
the key policies are as follows:

1) Whistle Blower or Vigil Mechanism Policy.

2) Policy for Determination of Materiality for Disclosure of Events or
Information.

3) Code of Conduct for Board Members and Senior Management
Personnel.

4) Code of conduct for Prevention of Insider Trading.

5) Policy on Materiality of Related Party Transactions & on dealing
with Related Party Transactions.

6) Policy on Determining Material Subsidiaries.

7) Prevention of Sexual Harassment (POSH) Policy.

8) Policy On Identification Of Group Companies, Material Creditors
And Material Litigations.

9) Policy on Pending Litigations.

10) Details of Familiarization Programme

11) Related Party Transactions Policy

12) Terms & Conditions of Appointment of Independent Director

XXXVII. DIRECTOR''S DISQUALIFICATION:

All the directors of the Company have confirmed that they are not
disqualified from being appointed as directors in terms of Section 164
of the Companies Act, 2013.

XXXVIII. RISK MANAGEMENT:

The Company does not have any Risk Management Policy or any
statement concerning development and implementation of risk
management policy of the company as the elements of risk threatening
the Company''s existence are very minimal.

XXXIX. INSOLVENCY AND BANKRUPTCY CODE:

During the Financial Year ended on March, 31^st 2025, there is no
application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016.

XL. THE 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 THE
REASONS THEREOF

Not applicable during the year under review.

XLI. GENERAL:

Your Company has not issued any equity shares with differential rights
as to dividend, voting or otherwise; and Your Company does not have
any ESOP scheme for its employees.

XLII. ACKNOWLEDGEMENT:

Your directors take this opportunity to express their sincere appreciation
to the shareholders, customers, bankers, suppliers and other business
associates for the excellent support and cooperation extended by them.

Your directors gratefully acknowledge the ongoing co-operation
and support provided by the Central and State Governments, Stock
Exchanges, SEBI, RBI and other Regulatory Bodies.

Regd. office: For, Felix Industries Limited

Plot No. 123 Devraj Industrial Park,

Piplaj Pirana Road,

Pirana

Ahmedabad,

Gujarat-382405.

Sd/- Sd/-

Ritesh Patel Vinay Patel

Date: 30/08/2025 Managing Director Whole Time Director

Place: Ahmedabad (DIN: 05350896) (DIN: 08377751)

Appointed Member w.e.f 29^th May, 2024

The Chairperson of the Committee duly attended and was present at the previous Annual General Meeting.The Stakeholder Relationship Committee
had 01 meeting i.e. on 14^th February, 2025 during the financial year.

Mar 31, 2024

Your Directors have pleasure in presenting the 12^th Annual Report of your Company together with the Audited Financial Statements of Accounts for the financial year ended 31^stMarch, 2024.

I. FINANCIAL RESULTS:

The audited standalone and consolidated financial statements of the Company as on 31^stMarch 2024, are prepared in accordance with the relevant applicable Accounting Standards and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized Standalone financial highlight is depicted below: (In Lakhs)

Particulars	Year ending on 31st March, 2024	Year ending on 31st March, 2023
Sales	2886.03	1938.04
Other Income	127.47	5.67
Total Income	3013.50	1943.72
Less: Expenditure	(2480.62)	(1800.69)
Profit/Loss before interest, depreciation and tax	617.70	219.24
Less: Interest	55.43	51.02
Less: Depreciation & Amortization cost	29.39	25.20
Profit/ (Loss) before Tax	532.88	143.02
Less: Tax Expense	(157.13)	(25.99)
Profit/ (Loss) after Tax	375.74	117.03

The summarized Consolidated financial highlight is depicted below: (In Lakhs)

Particulars	Year ending on 31st March, 2024	Year ending on 31st March, 2023
Sales	3390.48	1938.04
Other Income	188.19	5.67
Total Income	3578.67	1943.72
Less: Expenditure	(2922.03)	(1800.69)
Profit/Loss before interest, depreciation and tax	752.00	219.24
Less: Interest	59.82	51.02
Less: Depreciation & Amortization cost	35.54	25.20
Profit/ (Loss) before Tax	656.64	143.02
Less: Tax Expense	(155.60)	(25.99)
Profit/ (Loss) after Tax	501.04	117.03

* The Consolidated Financial Statement have become applicable to the Company from the F.Y. 2023-24 Hence the Figures are taken on Standalone basis as for the F.Y. 2023-24

II. HIGHLIGHTS OF THE FINANCIAL SUMMARY:

During the year 2023-24, the standalone revenue of the company has increased to '' 2886.03 lacs representing 49% increase as compare to 2022-23. Operating Profit (EBIDTA before exceptional items) was increased by '' 389.86 Lacs showing growth of the standalone income whilst the Net revenue (Total income) of the Company was increased by '' 1069.78 Lacs showing growth of over by 55% over previous financial year. The Net profit of the Company was increased by ''258.71 Lacs registered showing growth of 221% over previous year.

During the year 2023-24, the company reported a consolidated revenue of '' 3,390.48 lakhs. The operating profit (EBITDA before exceptional items) amounted to '' 656.64 lakhs, while the total income stood at '' 3,578.67 lakhs. The company achieved a net profit of '' 501.04 lakhs.

III. STATE OF COMPANY''S AFFAIR :

During the year under review, the company has made a net profit and the management is optimizing that the growth of the company will be on better track and doing well in the upcoming Financial Year. As, the Company has good orders in hand and Directors of your company are expecting to achieve much more net profit during the year Financial Year in comparing to the Previous Financial Year.

Further, in view of financial aspects, the position of the company is better than earlier and its compete to complete the order in hand in upcoming period of time in easy and smooth manner.

IV. DIVIDEND:

In order to conserve the resources for the future, the Board of Directors has not recommended any dividend for the year

V. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended March 31,2024.

VI. SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS

Subject to the applicable Provisions of the Companies Act, 2013 read with various Circulars and notifications issued from time to time, all documents, including the notice and Annual Report will be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members.

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

The provision of Section 125 of the Companies Act, 2013 is not applicable to the company.

VIII. CHANGE IN THE NATURE OF THE COMPANY''S BUSINESS:

During the year under review, there was no any change in the nature of the company''s business.

IX. GENERAL MEETING

During the year, extra -ordinary general meeting of the company was held as per the below details:

Date of the EGM Notice: 02^nd January, 2024

Date of EGM: 27^th January, 2024

Voting Period: 24^th January, 2024 to 26^th January, 2024

Description of Resolution	Type of the Resolution	No. of Votes Polled	No. of Votes casted in favor	No. of Votes Casted Against
To consider and approve increase in authorised share capital of the company And subsequent alteration of the capital clause of the memorandum of association	Ordinary Resolution	76,31,000	76,31,000	0
To issue fully convertible share warrants on preferential basis	Special Resolution	76,31,000	76,31,000	0

X. CHANGE IN THE SHARE CAPITAL OF THE COMPANY:

Authorised Capital

During the year under review, the authorized capital of the company has increased from ''13,00,00,000 /- (Rupees Thirteen Crores Only) divided into 1,30,00,000 (One Crore Thirteen Lakhs) to ''19,00,00,000/- (Rupees Nineteen Crore Only) divided into 1,90,00,000 (One Crore Nineteen Lacs Only) Equity Shares of ''10/- only by obtaining shareholder approval through Ordinary Resolution in the Extra-Ordinary General Meeting ("EGM") Held on January 27, 2024.

Issued, Subscribed & Paid-up Capital

The Issued, Subscribed and Paid Up Capital of the company is '' 12,44,30,000/- (Twelve Crore Forty-Four Lakhs Thirty Thousand Only) Equity Shares of '' 10/- Only (Rupees Ten Only).

XI. ISSUE AND ALLOTMENT OF CONVERTIBLE WARRANTS

The Company has issued 73,50,000 (Seventy-Three Lakhs Fifty Thousand Only) Fully Convertible Warrants("Warrants'') each convertible into, or exchangeable for 1 (one) fully paid-up equity share of the Company having face value of '' 10/- (Rupees Ten Only) ("Equity Share") each at an issue price of '' 41/- per Warrant including premium of '' 31/- each on preferential basis. By obtaining Shareholders'' approval through Special Resolution in the Extra Ordinary General Meeting ("EGM") held on 12^th December, 2022. Further, the company has allotted

22.90.000 equity shares on 11^th August, 2023 out of total 73,50,000 Convertible warrants and remaining 50,60,000 Equity Shares were allotted on 30^th October, 2023. It is to be informed that during the year, the Company has received Listing and trading permission of total

73.50.000 Equity shares form National Stock Exchange of India Limited (NSE).

Further, the Company has issued 57,00,000 (Fifty-Seven Lakhs Only) Fully Convertible War ran ts(" War rants'') each convertible into, or exchangeable for 1 (one) fully paid-up equity share of the Company having face value of '' 10/- (Rupees Ten Only) ("Equity Share") each at an issue price of '' 175/- per warrant including premium of '' 165/- each on preferential basis by obtaining shareholders'' approval through Special Resolution in the Extra Ordinary General Meeting ("EGM") held on 27^th January, 2024. Further, after the end of F.Y. 202324 the company has allotted 7,28,490 Equity Shares out of 57,00,000 Convertible warrants on 30^th May, 2024. It is to be informed that the Company has received Listing and Trading approval for 7,28,490 Equity Shares from NSE before signing of this report.

XII. DETAILS OF UTILIZATION OF FUND RAISED THROUGH PREFERENTIAL / STATEMENT OF DEVIATION

There is no deviation or variation in the use of funds raised through Preferential Issue of Convertible Warrants from the objects stated in the Explanatory Statement to the Notice of EGM of the Company dated November 11,2022 & January 02,2024.

Original Object

Modified Object, if any

Original

Allocation

Modified allocation, if any

Funds

Utilised

Amount of Deviation/ Variation for the quarter according to applicable object

Remarks

Any

To further strengthen the Company''s capital base and to augment the longterm resources for meeting funding requirements of its business activities including future expansion plans/ activities, financing the future growth opportunities, to meet working capital requirements and to meet general corporate purposes.

N.A.

''3013.50 Lacs

N.A.

'' 3013.50 Lacs

NIL

None

To Further Strengthen the Company''s Capital Base and to augment the long-term resources for meeting funding requirements of its business activities including BOOT Projects , Assets Acquisitions, Acquisitions of Plant and Machinery and other Fixed Assets to fund Subsidiary Company in Oman by Loan and/or Equity Participation further expansion plans/activities financing the future growth opportunities , to working capital requirements and to meet general corporate purposes.

N.A

'' 2498.00 Lacs (Out of '' .9975.00 Lacs)

N.A

'' 2498.00 Lacs (Out of '' .9975.00 Lacs)

NIL

None

The Company have the Subsidiaries, Joint venture or Associate Company for the financial year ended on March 31,2024 and a statement containing the salient features of financial statement of our subsidiary in form AOC-1 is attached as "Annexure-A."

XIV. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force). Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

XV. MATERIAL CHANGES AND COMMITMENT:

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

XVI. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the period under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

XVII. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

There are no any significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

XVIII. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has complied with the applicable provisions of Section 186 of the Act during the year. Pursuant to Section 186 of the Act, details of the Loans and advances made by the company are provided in Note 17 of the Financial Statement.

During the year, the Company has not given any guarantee or provided security in connection with the loan to any other body corporate or person or made any investments.

XIX. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013, as amended from time to time, the Company has a policy on Related Party Transactions which is approved by the Board which inter-alia defines the process for identifying, reviewing, approving and monitoring of Related Party Transactions. The policy is available on the Company''s website at www.felixindustries.co.

The information to related party transaction for the F.Y 2023-24 is annexed herewith Form AOC-2 is attached as " Annexure- B" .

XX. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as "Annexure-C".

XXI. SECRETERIAL STANDARDS

The Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.

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

[A] Consumption Of Energy & Technology Absorption:

The details as required under Section 134 (3) (m) of the Companies Act, 2013, in respect of Conservation of Energy, Technology Absorption are provided in "Annexure-D" of this report.

[B] Foreign Exchange Earning & Outgo :

Foreign Exchange Earning: NIL (Value of exports in FOB Basis)

Foreign Exchange Outgo : NIL

XXIII. REGISTRAR AND SHARE TRANSFER AGENT OF THE COMPANY:

M/s. Big Share Services Pvt. Ltd. is our registrar and share transfer agent of the company.

XXIV. PROFILE OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Directors retiring and seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening 12^th Annual General Meeting.

XXV. DIRECTORS AND KEY MANAGERIAL PERSONNEL a. Composition of Board

Name of Directors	Designation	Category	No. of Board Meeting held during the year	No. of Board Meeting attended during the year
Mr. Ritesh Vinay Patel	Managing Director	Promoter Executive	11	11
Mr. Vinay Rajnikant Patel	Whole Time Director and CEO	Promoter Executive Director	11	11
Mrs. Mayuri Vinay Patel ⁽⁵⁾	Director	Non- Executive Director Non- Independent Director	11	11
Mr. Kashyap Shah⁽¹⁾	Director	Non-Executive Independent	11	07
Mrs. Nivedita Dinkar	Director	Non-Executive Independent	11	05
Mr. Niren Atinbhai Desai ⁽²⁾	Additional Director	Non-Executive Independent	02	02
Mr. Rushi Jani⁽³⁾	Additional Director	Non-Executive Professional	00	00
Mrs. Shital Barot⁽⁴⁾	Additional Director	Non-Executive Independent	00	00

(1) Mr. Kashyap Shah resigned from the directorship of the company w.e.f 15th February, 2024.

(2) Mr. Niren Desai was appointed as Additional Non-Executive Additional Independent Director of the company w.e,f 15th February, 2024.

(3) Mr. Rushi Jani was appointed as Additional Non-Executive Additional Director under Professional Category w.e.f 29th may, 2024.

(4) Mrs. Shital Barot was appointed as Additional Non-Executive Additional independent Director w.e.f 29th May, 2024.

(5) Mrs. Mayuri Vinay Patel resigned from the directorship of the company w.e.f. 29th May, 2024.

b Key Managerial Personnel:

Pursuant to the provision of section 203 of the Companies Act,2013 ( ''the Act,'') Mr. Ritesh Patel, Managing Director, Mr. Vinay Rajnikantbhai Patel CEO & Whole-time Director and Mr. Uday C. Shah, Chief Financial Officer of the Company are the key managerial personnel''s of the company on 31.03.2024.

Mrs. Hena Harshal Shah is appointed as Company Secretary & Compliance Officer of the Company w.e.f 02^nd June, 2023.

c. Appointment/Resignation of Directors

â¢ Mr. Kashyap Shah has resigned from the Independent Directorship of the Company w.e.f 15^th February, 2024.

â¢ Mr. Niren Atinbhai Desai was appointed as an Additional Director under category of Independent Director of the company w.e.f 15^thFebruary, 2024 for a term of 5 years subject to the approval of shareholders of the company.

â¢ Mr. Rushi Jani was appointed as an Additional Director under category of Non-Promoter & Non-Independent of the company w.e.f 29^th May, 2024.

â¢ Mrs. Shital barot was appointed as Additional Director under category of Independent Director of the company w.e.f 29^th May, 2024 for a term of 5 years subject to the approval of shareholders of the company.

â¢ Mrs. Mayuri Vinay Patel has Resigned from the position of Director of the company w.e.f 29^th May, 2024.

â¢ Mr. Vinay Rajnikant Patel, who was appointed as Whole Time Director effective from 1st October 2019 for a tenure of five years, has been re-appointed in the Annual General Meeting for a period of three years, effective from 1st October 2024, upon completion of his tenure on 30^th September, 2024.

d. Retirement by rotation and subsequent re-appointment:

Mr. Vinay R. Patel (DIN: 08377751) is liable to retire by rotation at the 12^th AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of Company and being eligible have offered herself for reappointment. Appropriate resolutions for the re-appointment are being placed for your approval at the ensuing AGM.

The brief resume of the Directors and other related information has been detailed in the Notice convening the 12^thAGM of your Company.

e. Declaration of Independence:

Mr. Kashyap H. Shah , Ms. Nivedita Dinkar and Mr. Niren Atinbhai Desai were the Independent Directors of the company during the financial year ended on March 31,2024.The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time being in force).

The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertise and they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company.

f. Evaluation of Board''s Performance:

Pursuant to the Provisions of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, performance of the Chairman, the Committees and independent Directors without Participation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separate meeting without the presence of any non-independent directors and management and considered and evaluated the Board''s performance, performance of the Chairman and other non-independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director.

g. Meeting of Board and Committee

The Board of Directors of the Company met (11 ) Eleven times during the financial year ended March 31,2024, i.e. on 25^th May, 2023, 01^stJuly, 2023, 27^th July, 2023, 11^th August, 2023, 29^th August, 2023, 30^th October, 2023, 09^th November, 2023, 02^nd January, 2024, 24^th January, 2024, 15^th February, 2024 and 28^th February, 2024. Details of attendance of meetings of the Board and its Committees are included in this report.

The Independent Directors of the Company met on 28^th February, 2024 during the financial year under review. The Meeting was conducted in an informal manner without the presence of the Chairman, Executive Directors, Chief Financial officer, Company Secretary and any other Managerial Personnel.

h. Board Committees

As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board of Directors has (a) Audit Committee (b) Nomination and Remuneration Committee and (c) Stakeholders Relationship Committee. A detailed note on the composition of the Committees, role and responsibilities assigned to these Committees etc. are included in this report.

XXVI. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Directors of our Company confirm that:

a) In the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), 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 your Company as at 31^stMarch, 2024 and of the profit and loss of the Company for the financial year ended 31^st March, 2024;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force) 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 were operating effectively;

f) 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.

XXVII. CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives ("Code") as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in the Company''s shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company''s obligation to maintain a structured digital database ("SDD"), mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. To increase awareness on the prevention of insider trading in the organisation and to help the Designated Persons to identify and fulfill their obligations, regular trainings have been imparted to all designated persons by the Company

XXVIII. EXTRACT OF ANNUAL RETURN:

Pursuant to the Provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at March 31, 2024 is hosted on your Company''s website at www. felixindustries.co.

XXIX. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/activities as mandated by applicable regulations, which concern the Company and need a closer review. The composition and terms of reference of all the Committees are in compliance with the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as applicable. During the year, all the recommendations made by the respective Committees were accepted by the Board. All observations, recommendations and decisions of the Committees are placed before the Board for information or for approval. The Board Committees request special invitees to join the meeting, as and when appropriate.

The Company have Audit Committee, Stakeholders'' Relationship Committee and Nomination and Remuneration Committee.

[A] AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013;

The Audit Committee was reconstituted on February 15, 2024, and subsequently re-constituted on May 29, 2024 following the end of financial year. The composition of the Committee is in conformity with the provisions of the said section.

> Composition:

The details of composition of Audit Committee are as follows:

Sr. No.	Name	Designation	Position In Committee	No. of meeting held	No. of meetings attended
1.	Mr. Kashyap Shah ⁽¹⁾	Independent Director	Chairman	05	03
2.	Mr. Ritesh Patel	Executive Director	Member	05	05
3.	Mrs. Nivedita Dinkar	Independent Director	Member	05	02
4.	Mr. Niren Atinbhai Desai ⁽²⁾	Independent Director	Chairman	01	01
5.	Mrs. Shital Barot ⁽³⁾	Independent Director	Member	00	00

(1) Mr. Kashyap Shah resigned from the directorship of the company w.e.f 15th February, 2024.

(2) Mr. Niren Desai was appointed as Additional Non-Executive Additional Independent Director of the company w.e,f 15th February, 2024.

(3) Mrs. Shital Barot was appointed as Additional Non-Executive Additional independent Director w.e.f 29th May, 2024.

The Audit Committee had 05 meetings i.e. on 25^th May, 2023, 11^th August, 2023, 30^th October, 2023, 09^th November, 2023 & 28^thFebruary, 2024 during the financial year.

> Terms of Reference

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013 as applicable along with other terms as referred by the Board of Directors. The terms of reference of the Audit Committee are broadly as under:

â¢ Oversight of the Company''s Financial Reporting Process and the disclosure of its Financial Information to ensure that the Financial Statement is correct, sufficient and credible;

â¢ Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

â¢ Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;

â¢ Examination and reviewing, with the Management, the Annual Financial Statements and Auditors'' Report thereon before submission to the Board for approval, with particular reference to:

i. Matters required to be included in the Director''s Responsibility Statement to be included in the Board''s report in terms of Section 134 (3)(c) of the Act;

ii. Changes, if any, in the Accounting Policies and Practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by Management;

iv. Significant adjustments made in the Financial Statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to Financial Statements;

vi. Disclosure of any Related Party Transactions;

vii. Qualifications in the draft Audit Report;

â¢ Reviewing with the Management, the quarterly Financial Statements before submission to the Board for approval;

â¢ Review and monitor the Auditors'' independence and performance and effectiveness of audit process;

â¢ Approval or any subsequent modification of transactions of the Company with Related Parties;

â¢ Scrutiny of Inter - Corporate Loans and Investments;

â¢ Evaluations of Internal Financial Controls and Risk Management Systems;

â¢ Reviewing with the Management, performance of Statutory and Internal Auditor and adequacy of the internal control systems;

â¢ Reviewing the adequacy of internal audit function and discussion with Internal Auditors of any significant findings and follow up there on;

â¢ Reviewing the findings of any internal 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 Board:

â¢ Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

â¢ To review the functioning of the Whistle Blower Mechanism;

â¢ Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

â¢ Oversight of the Listed entity''s financial reporting process and the disclosure of its financial information to ensure that the Financial Statement is correct, sufficient and credible.

[B] NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013.

The Nomination & Remuneration Committee was reconstituted on February 15, 2024, and subsequently reconstituted again on May 29, 2024, following the end of the financial year.

The composition of the Committee is in conformity with the provisions of the said section.

> Composition

The details of composition of Nomination and Remuneration Committee are as follows:

Sr. No.	Name	Designation	Position In Committee	No. of meeting held	No. of meetings attended
1.	Mr. Kashyap Shah ⁽¹⁾	Independent Director	Member	02	02
2.	Mrs. Mayuri Vinay Patel ⁽²⁾	Non-Executive Director	Member	03	03
3.	Mrs. Nivedita Dinkar	Independent Director	Chairperson	03	01
4.	Mr. Niren Atinbhai Desai ⁽³⁾	Independent Director	Member	01	01
5.	Mrs. Shital Barot ⁽⁴⁾	Independent Director	Chairperson	00	00
6.	Mr. Rushi Jani ⁽⁵⁾	Non-Executive Director	Member	00	00

(1) Mr. Kashyap Shah resigned from the directorship of the company w.e.f 15th February, 2024.

(2) Mrs. Mayuri Vinay Patel resigned from the directorship of the company w.e.f. 29th May, 2024.

(3) Mr. Niren Desai was appointed as Additional Non-Executive Additional Independent Director of the company w.e,f 15th February, 2024.

(4) Mrs. Shital Barot was appointed as Additional Non-Executive Additional independent Director w.e.f 29th May, 2024.

(5) Mr. Rushi Jani was appointed as Additional Non-Executive Additional Director under Professional Category w.e.f 29th may, 2024.

The Nomination & Remuneration Committee had 03 meeting i.e. on 01^st July, 2023, 11^th August, 2023 & 15^th February, 2024 during the financial year.

> Terms of reference:

The broad terms of reference of the Nomination and Remuneration Committee are as under:

â¢ Determination and recommendation of criteria for appointment of Executive, Non-Executive and Independent Directors to the Board;

â¢ Review and approval of compensation / remuneration payable to Senior Management Personnel, Relatives of Directors, Executive and Non-Executive Directors etc. and recommend to the Board for their approval;

â¢ Succession planning for Board of Directors and Senior Management Employees;

â¢ Identifying and selection of candidates for appointment of Directors / Independent Directors based on laid down criteria;

â¢ Examination and evaluation of performance of the Board of Directors and Senior Management Personnel including Key Managerial Personnel based on criteria approved by the Board;

The Board has on the recommendation of Nomination and Remuneration Committee framed a policy on director''s appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Policy is available on the website of the Company at www.felixindustries.co.

> Policy on Directors'' Appointment & Remuneration

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The said policy is accessible on the Company''s official website at www.felixindustries.co.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

> Performance Evaluation :

Pursuant to the provisions of the Act, Listing Regulations, 2015 and the Remuneration Policy of the Company, the Board of Directors/ Independent Directors/ Nomination and Remuneration Committee (as applicable) has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors including the Chairman of the Board of Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees. Such evaluation is presented to the Nomination and Remuneration Committee and the Board of Directors (as applicable). Directors express their satisfaction with the evaluation process.

The Committee while evaluating the performance of the Non-Executive Independent Directors may take into consideration various factors including:

â¢ Attendance and Participation at the Board Meetings, Committee Meetings and Annual General Meeting;

â¢ Other Directorship held by the Non-Executive Independent Directors;

â¢ Input in strategy decisions;

â¢ Review of Financial Statements, risks and business performance;

â¢ Time devoted toward discussion with Management;

â¢ Active participation in long-term strategic planning;

[C] STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of Directors was constituted pursuant to the provisions of Section 178(5) of the Companies Act, 2013.

The Stakeholder Relationship Committee was reconstituted on February 15, 2024, and subsequently re-constituted on May 29, 2024 after the end of financial year The composition of the Committee is in conformity with the provisions of the said section.

> Composition:

The details of composition of Stakeholders Relationship Committee shall comprise;

Sr. No.	Name	Designation	Position In Committee	No. of meeting held	No. of meetings attended
1.	Mr. Kashyap Shah ¹	Independent Director	Chairman	02	01
2.	Mr. Ritesh Patel	Executive Director	Member	02	02
3.	Mrs. Nivedita Dinkar	Independent Director	Member	02	01
4.	Mr. Niren Atinbhai Desai ²	Independent Director	Chairman	01	01
5.	Mrs. Shital Barot ³	Independent Director	Member	00	00

â¢ Suggest measures for improvement upgrade the standard of services to investors from time to time;

â¢ Carry out any other function as is referred by the board from time to time or enforced by any statutory modification/ amendment or modification as may be applicable;

> Your Company''s shares are compulsorily traded in the de-materialized form. Based on the delegated powers of the Board, Directors/ officers / RTA approves the application / request for transfers / transmission / demat / remat of shares, deletion of name, duplicate share certificate etc. on a regular basis and the same is reported at the next meeting of the Committee, normally held every quarter.

> Details of Investor''s grievances/ Complaints:

No. of Complaints pending as on April 01,2023	NIL
No. of Complaints identified and reported during Financial Year 2023-24	NIL
No. of Complaints disposed during the year ended March 31,2024	NIL
No. of pending Complaints as on March 31,2024	NIL

XXX. AUDITORS:

[A] Statutory Auditors:

M/s. S.N Shah & Associates, Chartered Accountants appointed as the auditor of the company in the AGM held on 09^th September, 2022 to hold the office till the conclusion of the 14^th Annual General Meeting to be held in the year 2026 at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditor.

There are no qualifications, reservations or adverse remarks made by M/s. S.N Shah & Associates, Chartered Accountants, the Statutory Auditors of the Company, in their report. The observations made by the Statutory Auditors in their report for the financial period ended 31^st March, 2024 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Statutory Auditors'' of the Company has put one matter under EMPHASIS OF MATTER and pointed out that the Financial Statement of the Company:

a. The current trade receivables reported in the financial statements include trade receivable of '' 1,08,80,111/- outstanding more than three years, which the company has considered as good for recovery.

b. Short Term Loans & Advances. The company has given short term loans & advances to the parties which has been classified as Short Term Loans & Advances.

Board Response

a. The Board of Your Company would like to clarify that the Company is pursuing the matters with the parties to whom such amount is outstanding since long and looking to the future business opportunity, the Company has yet not started any legal action against them.

The said amount belongs to the period pre-Initial Public Offer (IPO) of the Company. The Board will again access the possibilities of recovery and if required might consider for provision of Doubtful debts in current Financial Year i.e. 2024-25.

b. The Company has extended short-term loans and advances to unrelated third parties. These parties are not affiliated with the Company and its promoters or group. The Company has given such loans and advances in compliances of provisions of section 186 of the Companies Act, 2013 and are short term in nature with repayment ON DEMAND. Further, the Note No.17 to the accounts is self-explanatory in nature.

[B] Cost Auditor:

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

Further, maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not made and maintained.

[C] Internal Auditor

Mr. Amit Uttamchandani, proprietor of M/s Amit Uttamchandani & Associates; Chartered Accountants is the Internal Auditor of the Company.

[D] Secretarial Auditor:

The Company has appointed the M/s Vishwas Sharma & Associates, Company Secretaries, Ahmedabad as Secretarial Auditor to conduct secretarial audit pursuant to the provisions of Section 204 of the Companies Act, 2013. The secretarial audit of the Company has been conducted on a concurrent basis in respect of the matters as set out in the said rules and Secretarial Audit Report given by

M/s. Vishwas Sharma & Associates, Company Secretaries, Secretarial Auditor of the Company forms part of this report and is marked as "Annexure-F".

The Secretarial Audit Report for the year ended on March 31, 2024 does not contain any qualifications, reservations or adverse remarks.

XXXI. GREEN INITIATIVE

The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the Companies and has issued Circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members.

As a responsible corporate citizen, the Company welcomes and supports the ''Green Initiative'' undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report, amongst others, to shareholders at their e-mail address previously registered with the DPs and RTAs.

Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the RTA.

XXXII. CORPORTAE GOVERNANCE

Your Company has been complying with the principals of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C, D and E of schedule V shall not apply to the listed entity which has listed its specified securities on the SME Exchange and as your Company is listed on SME exchange of NSE i.e. NSE Emerge,

Therefore, the Regulations relating to Corporate Governance are not applicable to the Company.

XXXIII. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely.

Your Directors declared and confirm that, during the year under review, there is no case filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by the Company.

XXXIV. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company believes in the conduct of its affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behavior in its employees & stakeholders. The Company has adopted a Whistle Blower Policy as a part of vigil mechanism. The said policy is available on the website of the company www.felixindustries.co.

Also, the Code of Business Conduct (Code) lays down important corporate ethical practices that shape the Company''s value system and business functions and represents cherished values of the Company.

XXXV. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provision of section 135(1) of Companies Act 2013 i.e. Corporate Social Responsibility is not applicable on the company, hence, the company has not constituted CSR committee.

XXXVI. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

The Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the Listing Regulations is given as an "Annexure-E" to this report

XXXVII. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

The Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.

XXXVIII. VARIOUS POLICIES OF THE COMPANY

In accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015and the Companies Act, 2013 the Company has formulated, implemented various policies. All such Policies are available on Company''s website www.felixindustries.co under the Policies sub-caption of the Investor Caption. The policies are reviewed periodically by the Board and updated based on need and requirements.

Name of the Policy	Brief Description
Whistle Blower or Vigil Mechanism Policy	The policy is meant for directors, employees and stakeholders of the Company to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct and ethics amongst others.
Policy for determination nof materiality of events	This policy applies for determining and disclosing material events taking place in the Company.
Code of conduct for Director(s)and Senior Management Personnel	The Policy is aimed to formulate code of Conduct for the Directors and Senior Management Personnel to establish highest standard of their ethical, moral and legal conduct in the business affairs of the Company.
Code of Conduct for Prohibition of Insider Trading	The Policy provides for framework for dealing with the securities of the Company in mandated manner.

XXXIX. DIRECTOR''S DISQUALIFICATION

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

XL. RISK MANAGEMENT:

The Company does not have any Risk Management Policy or any statement concerning development and implementation of risk management policy of the company as the elements of risk threatening the Company''s existence are very minimal.

XLI. INSOLVENCY AND BANKRUPTCY CODE :

During the Financial Year ended on March, 31^st 2024, there is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

XLII. THE 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 THE REASONS THEREOF;

Not applicable during the year under review.

XLIII. GENERAL:

Your Company has not issued any equity shares with differential rights as to dividend, voting or otherwise; and Your Company does not have any ESOP scheme for its employees.

XLIV. ACKNOWLEDGEMENT:

Your directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and cooperation extended by them.

Your directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

Regd. office: By Order of the Board of Directors

Plot No. 123 Devraj Industrial Park For, Felix Industries Limited

Piplaj Piran Road,

Pirana

Ahmedabad,

Gujarat-382405.

Sd/- Sd/-

Ritesh Patel Vinay Patel

Date: 03/09/2024 Managing Director Whole Time Director

Place: Ahmedabad (DIN: 05350896) (DIN:08377751)

Mr. Kashyap Shah resigned from the directorship of the company w.e.f 15th February, 2024.

Mr. Niren Desai was appointed as Additional Non-Executive Additional Independent Director of the company w.e,f 15th February, 2024.

Mrs. Shital Barot was appointed as Additional Non-Executive Additional independent Director w.e.f 29th May, 2024.

The Stakeholder Relationship Committee had 02 meeting i.e. on 11^th August, 2023 & 28^thFebruary, 2024 during the financial year.

* Terms of reference:

â¢ Transfer and transmission of shares held by shareholders in physical format;

â¢ Shareholder''s Compliant viz non-receipt of dividend, annual report, shares after transfer, delays in transfer of shares etc.;

â¢ Status of dematerialization/rematerialization of shares;

â¢ Issue of duplicate share certificates;

â¢ Monitor and Track redressal of Investor complaints;

â¢ Oversee the performance of the Company''s Registrar and Transfer Agents;

Mar 31, 2023

The Directors have pleasure in presenting the 11^thAnnual Report of your Company together with the Audited Financial Statements of Accounts for the financial year ended 31^stMarch, 2023.

I. FINANCIAL RESULTS:

The audited financial statements of the Company as on 31^stMarch 2023, are prepared in accordance with the relevant applicable Accounting Standards and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:		(In Lakhs)
Particulars	Year ending on 31^stMarch, 2023	Year ending on 31^stMarch, 2022
Sales	1938.04	1238.25
Other Income	5.67	0.75
Total Income	1943.72	1239.00
Less: Expenditure	(1800.69)	(1108.09)
Profit/Loss before interest, depreciation and tax	219.24	179.26
Less: Interest	51.02	22.04
Less: Depreciation & Amortization cost	25.20	14.51
Profit/ (Loss) before Tax	143.02	130.90
Less: Tax Expense	(25.99)	(48.00)
Profit/ (Loss) after Tax	117.03	82.90

II. HIGHLIGHTS OF THE FINANCIAL SUMMARY:

During the year 2022-23, the Gross total income of the Company was higher than previous year by Rs.699.79 Lacs representing an increase of 56.51% whilst the Net revenue (Total income) of the Company was increased by Rs.704.72 showing growth of over by 41.17% over previous financial year.

Operating profit (EBIDTA before exceptional items) was increased by Rs.12.12 Lacs showing growth of 9.25% over previous year whilst the Net profit of the Company was increased by Rs.34.13 Lacs registered showing growth of 41.17% over previous year.

III. STATE OF COMPANY''S AFFAIR :

During the year under review, the company has made a net profit and the management is optimizing that the growth of the company will be on better track and doing well in the upcoming Financial Year. As, the Company has good orders in hand and Directors of your company are expecting to achieve much more net profit during the year Financial Year in comparing to the Previous Financial Year.

Further, in view of financial aspects, the position of the company is better than earlier and its compete to complete the order in hand in upcoming period of time in easy and smooth manner.

IV. DIVIDEND:

In order to conserve the resources for the future, the Board of Directors has not recommended any dividend for the year

V. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended March 31,2023.

VI. SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS

Subject to the applicable Provisions of the Companies Act, 2013 read with various Circulars and notifications issued from time to time, all documents, including the notice and Annual Report will be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members.

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

The provision of Section 125 of the Companies Act, 2013 is not applicable to the company.

VIII. CHANGE IN THE NATURE OF THE COMPANY''S BUSINESS:

During the year under review, there was no any change in the nature of the company''s business.

IX. CHANGE IN THE SHARE CAPITAL OF THE COMPANY:

Authorised Capital

During the year under review, the authorized capital of the company has increased from Rs.5,20,00,000/- (Rupees Five Crore Twenty Lakhs Only) divided into 52,00,000 (Fifty two lakhs Only) Equity Shares of Rs.10/- only (Rupees Ten Only) to Rs.13,00,00,000 /- (Rupees Thirteen Crores Only) divided into 1,30,00,000 (One Crore Thirteen Lakhs) Equity Shares of '' 10/- (Rupees Ten Only)

Issued, Subscribed & Paid-up Capital

The Issued, Subscribed and Paid Up Capital of the company is '' 5,09,30,000/- (Fifty Lakhs Ninety Three Thousand Only) Equity Shares of '' 10/- Only( Rupees Ten Only).

X. ISSUE OF 73,50,000 CONVERTIBLE WARRANTS

The Company has issued 73,50,000 (Seventy Three Lakhs Fifty Thousand Only) Fully Convertible Warrants("Warrants'') each convertible into, or exchangeable for 1 (one) fully paid-up equity share of the Company having face value of '' 10/- ( Rupees Ten Only) ("Equity Share") each at an issue price of '' 41/- per Warrant including premium of '' 31/- each on 16^th November, 2022 on preferential basis. The Company has obtained approval from shareholders vide Extra Ordinary General Meeting of the held on 12^th December, 2022.

XI. DETAILS OF UTILIZATION OF FUND RAISED THROUGH PREFERENTIAL / STATEMENT OF DEVIATION

There is no deviation or variation in the use of funds raised through Preferential Issue of Convertible Warrants from the objects stated in the Explanatory Statement to the Notice of Extra Ordinary General Meeting of the Company dated December 12,2022.

Original Object

Modified Object, if any

Original

Allocation

Modified allocation, if any

Funds

Utilised

Amount of Deviation/ Variation for the quarter according to applicable object

Remarks if Any

N.A.

R s . 7 5 3 . 3 6 Lakhs (25% of Rs.301 3.50 Lakhs)

N.A.

Rs.753.36Lakhs

NIL

None

XII. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company do not have Subsidiary, Joint venture or Associate Company for the financial year ended on March 31,2023 and a statement containing the salient features of financial statement of our subsidiary in form AOC-1 is a not required to attach this report. Further, the Company has one subsidiary namely Felix Industries SPC which was incorporated after the March 31,2023.

XIII. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force). Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

XIV. MATERIAL CHANGES AND COMMITMENT:

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

XV. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the period under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

XVI. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

There are no any significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

XVII. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has complied with the applicable provisions of Section 186 of the Act during the year. Pursuant to Section 186 of the Act, details of the Loans and advances made by the company are provided in Note 17 of the Financial Statement.

During the year, the Company has not given any guarantee or provided security in connection with the loan to any other body corporate or person or made any investments.

XVIII. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, as amended from time to time, the Company has a policy on Related Party Transactions which is approved by the Board which inter-alia defines the process for identifying, reviewing, approving and monitoring of Related Party Transactions. The policy was revised pursuant to the amendment of SEBI Listing Regulations and the same is available on the Company''s website at www.felixindustries.co.

During the financial year 2022-23, there have been no material significant related party transactions that may have potential conflict with the interest of the Company at large. Further Company did not enter into any contracts or arrangements with related parties in terms of Section 188(i) of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Actin Form AOC-2 is not applicable to the company for FY 2022-23 and hence does not form part of this Annual Report. However, the Company submits details of related party transactions on a consolidated basis as required in the notes to the standalone financial statements.

XIX. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as "Annexure-A".

XX. SECRETERIAL STANDARDS

The Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.

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

[A] Consumption Of Energy & Technology Absorption:

The details as required under Section 134 (3) (m) of the Companies Act, 2013, in respect of Conservation of Energy, Technology Absorption are provided in "Annexure-B" of this report.

[B] Foreign Exchange Earning & Outgo :

Foreign Exchange Earning: NIL (Value of exports in FOB Basis)

Foreign Exchange Outgo : NIL

XXII. REGISTRAR AND SHARE TRANSFER AGENT OF THE COMPANY:

M/s. Big Share Services Pvt. Ltd. is its registrar and share transfer agent of the company.

XXIII. PROFILE OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT

XXIV. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Composition of Board

Name of Directors	Designation	Category	No. of Board Meeting held during the year	No. of Board Meeting attended during the year
Mr. Ritesh Vinay Patel	Managing Director	Promoter Executive	9	9
Mr. Vinay Rajnikant Patel	Whole Time Director and CEO*	Promoter Executive Director	9	9
Mrs.Mayuri Vinay Patel	Director	Non- Executive Director Non- Independent Director	9	9
Mr. Kashyap Shah	Director	Non-Executive Independent	9	6
Mrs.NiveditaDinkar	Director	Non-Executive Independent	9	4

b. Key Managerial Personnel:

Mr. Pranavkumar Patel Company Secretary& Compliance Officer resigned w.e.f. 20^th April, 2023 and Mrs. Hena Harshal Shah is appointed as Company Secretary & Compliance Officer of the Company w.e.f 02^nd June, 2023.

c. Appointment/Resignation of Directors

Mr. Ritesh Vinay Patel, was appointed as a Managing Director of the Company w.e.f 13^th August, 2022 for a period of 3 years.

Mr. Kashyap Hasmukhlal Shah was re-appointed as Independent Director of the company for a period of 5 years for the period commencing from June 10, 2022 to 09^th June, 2027.

d. Retirement by rotation and subsequent re-appointment:

Mr. Vinay R. Patel (DIN: 08377751) is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of Company and being eligible have offered herself for reappointment. Appropriate resolutions for the re-appointment are being placed for your approval at the ensuing AGM. The brief resume of the Directors and other related information has been detailed in the Notice convening the 11^thAGM of your Company.

e. Declaration of Independence:

Mr. Kashyap H. Shah and Ms. Nivedita Dinkar were the Independent Directors of the company during the financial year ended on March 31, 2023.The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time being in force).

The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertise and they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of theBoard / Committee of the Company.

f. Evaluation of Board''s Performance:

Pursuant to the Provisions of the Companies Act, 2013and Regulation 17 of SEBI Listing Regulations, the Board has carried out the annual performance evaluationof its own performance, performance of the Chairman, the Committees and independent Directors without Participation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separate meeting without the presence of any non-independent directors and management and considered and evaluated the Board''s performance, performance of the Chairman and other non-independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director.

g. Meeting of Board and Committee

The Board of Directors of the Company met (7 ) six times during the financial year ended March 31,2023, on 25th May, 2022, 14^th June, 2022, 13th August, 2022, 09th November, 2022, 16th November, 2022, 04th January, 2023 and 25th February, 2023.Details of attendance

of meetings of the Board and its Committees are included in this report. The Independent Directors met on 25^th February, 2023 during the financial year under review. The Meeting was conducted in an informal manner without the presence of the Chairman, Executive Directors, Chief Financial officer, Company Secretary and any other Managerial Personnel.

k. Board Committees

As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board of Directors has (a) Audit Committee (b) Nomination and Remuneration Committee and (c) Stakeholders Relationship Committee. A detailed note on the composition of the Committees, role and responsibilities assigned to these Committees etc. are included in this report.

XXV. POSTAL BALLOT

During the year, pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (including any statutory amendment(s) or re-enactment(s) made thereunder), your Company passed the following resolution through postal ballot as per the details below:

Date of Postal ballot Notice: February 25, 2023

Date of declaration of result: April 3, 2023

Voting period: Friday March 03, 2023 to Saturday April 01,2023

Date of approval: Saturday April 01,2023

Description of Resolution	Type of Resolution	No. of votes Polled	No. of votes casted in favour	No. of votes casted against
To ratify and take note of the corrigendum dated 15/12/2022 to the notice of extra ordinary General meeting of the company held on 12th December, 2022.	Special Resolution	3927000	3911000	16000
To approve the related party transactions to be entered into by the company with related Parties.	Ordinary Resolution	204000	188000	16000
To increase in threshold of loans/ guarantees, providing of securities and making of Investments in securities under section186 of the companies act, 2013	Ordinary Resolution	3927000	3911000	16000

XXVI. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in

force), the Directors of our Company confirm that:

a) In the preparation of the annual accounts for the financial year ended 31^st March, 2023, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), 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 your Company as at 31^stMarch, 2023 and of the profit and loss of the Company for the financial year ended 31^st March, 2023;

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 were operating effectively;

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.

XXVII. EXTRACT OF ANNUAL RETURN:

Pursuant to the Provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at March 31, 2023 is hosted on your Company''s website at www. felixindustries.co.

XXVIII. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/activities as mandated by applicable regulations, which concern the Company and need a closer review. The composition and terms of reference of all the Committees are in compliance with the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as applicable. During the year, all the recommendations made by the respective Committees were accepted by the Board. All observations, recommendations and decisions ofthe Committees are placed before the Board for information or for approval. The Board Committees request special invitees to join the meeting, as and when appropriate.

The Company have Audit Committee, Stakeholders'' Relationship Committee and Nomination and Remuneration Committee.

[A] AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013;

> Composition:

The details of composition of Audit Committee are as follows:

Sr. No.	Name	Designation	Position In Committee	No. of meeting held	No. of meetings attended
1.	Mr. Kashyap Shah	Independent Director	Chairman	4	3
2.	Mr. Ritesh Patel	Executive Director	Member	4	4
3.	Mrs.NiveditaDinkar	Independent Director	Member	4	2

The Audit Committee had 04meetings -25^th May, 2022, 09^th November, 2022, 04^th January, 2023 & 25^th February, 2023 during the financial year.

> Terms of Reference

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015and Section 177 of the Companies Act, 2013 as applicable along with other terms as referred by the Board of Directors. The terms of reference of the Audit Committee are broadly as under :

â¢ Oversight of the Company''s Financial Reporting Process and the disclosure of its Financial Information to ensure that the Financial