Directors Report of Jeena Sikho Lifecare Ltd.

Mar 31, 2024

Your Director''s have pleasure in presenting the 7^th Annual Report on the business and operations of the Company, together with the audited standalone and consolidated financial statements for the financial year ended March 31,2024 ("FY 2023-24”).

FINANCIAL RESULTS

A summary of standalone financial results of the Company for the Financial Year 2023-24 and Financial Year 2022-23 is as follows:

(Smm int in IMP I al^hc''l

Particulars	FY 2023-2024	FY 2022-2023
	Standalone	Standalone	Consolidated
Revenue from Operations including Other Income	33,084.87	20,617.88	20,734.66
Less: Expenses
Cost of material consumed	-	-	90.13
Purchase of Stock-in-Trade	2,464.89	1,528.58	1,528.58
Changes in Inventories of Stock-in-Trade	(308.41)	165.44	121.69
Employee Benefit Expenses	6,591.11	4,343.52	4,450.02
Finance Cost	41.14	70.23	70.44
Depreciation and Amortization Expenses	509.90	312.75	320.04
Other Expenses	14,394.53	9,744.36	9,769.30
Total Expenses	23,693.16	16,164.88	16,305.20
Profit before exceptional and extraordinary items and tax	9,391.71	4,453.00	4,429.46
Exceptional and Extraordinary items	-	-	-
Profit Before Tax	9,391.71	4,453.00	4,429.46
Tax Expenses	2,471.08	1,078.56	1,077.21
Net Profit for the Year	6,920.63	3,374.44	3,352.25

FINANCIAL PERFORMANCE Standalone

During the current period, your Company has shown an increase in total revenue of INR 33,084.87 Lakhs as against INR 20,617.88 Lakhs in the previous year on standalone basis. The Company has earned a net profit of INR 6,920.63 Lakhs as compared to a profit of INR 3,374.44 Lakhs in the previous year on standalone basis. The Company will continue to pursue expansion in the domestic market, to achieve sustained and profitable growth.

Since your Company is not having any having any subsidiaries, associates and joint venture companies as on March 31,2024, therefore pursuant to Section 129, 134, 136 of the Companies Act, 2013 read SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulation”) the Consolidated Financial Statements along with a report on the highlights of performance of subsidiaries, associates and joint venture companies and their contributions to the overall performance of the Company during the period in Form AOC-1 is not applicable.

Any member intending to have a copy of Balance Sheet and other Financial Statement of these Companies shall be made available on the website of the Company at www.jeenasikho.com

It shall also be kept for inspection during business hours by any shareholder in the registered office of the Company.

SHARE CAPITAL Authorised Share Capital

As on March 31, 2024, the Authorised Share Capital of the Company stood at INR 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of INR 10/- (Rupees Ten) each.

During the period under revie, Board of Directors of your Company in their meeting held on September 25, 2023 approved increase in the Authorised Share Capital of the Company from INR 15,00,00,000/- (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crores Fifty Lakhs) Equity Shares of INR 10/- each to INR 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of INR 10/- each, which was approved by the shareholders of the Company in their Extra Ordinary General Meeting held on October, 23, 2023. Consequently, the Authorised Share Capital of the Company was altered to INR 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of INR 10/- each.

Except as stated above, there is no other change in the Authorised Share Capital of the Company.

Paid Up Share Capital

As on March 31, 2024, the Paid-up Share Capital of the Company stood at INR 24,86,01,460/- (Rupees Twenty-Four Crores Eighty-Six Lakhs One Thousand Four Hundred and Sixty) divided into 2,48,60,146 (Two Crores Forty Eight Lakhs Sixty Thousand One Hundred and Forty Six) of INR 10/-(Rupees Ten) each.

During the period under review, the Board of Directors of your Company has allotted 1,10,48,954 (One Crores Ten Lakhs Forty-Eight Thousand Nine Hundred And Fifty Four) equity shares of INR 10/- (Rupees Ten) each ranking pari-passu in all respect with the existing Equity shares of the Company as fully paid bonus shares in the ratio of 4:5 i.e. 4 (four) bonus equity shares of INR 10/- each for every 5 (five) existing equity shares of INR 10/- each held by the shareholders of the Company as on November 02, 2023. Consequently, the paid-up share capital of the Company was increased to INR 24,86,01,460/- (Rupees Twenty-Four Crores Eighty-Six Lakhs One Thousand Four Hundred and Sixty) divided into 2,48,60,146 (Two Crores Forty Eight Lakhs Sixty Thousand One Hundred and Forty Six) of INR 10/- (Rupees Ten) each.

Except as stated above, there is no other change in the Paid-up Share Capital of the Company.

The Company has not issued any shares with differential voting rights or sweat equity shares during the FY 2023-24.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company is listed on Emerge Platform of National Stock Exchange of India Limited (NSE) w.e.f. April 19, 2022 and the Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to NSE Limited.

Further, the Company has obtained the listing approval from NSE for listing of 1,10,48,954 (One Crores Ten Lakhs Forty Eight Thousand Nine Hundred And Fifty Four) equity shares of INR 10/- (Rupees Ten) each ranking pari-passu in all respect with the existing Equity shares of the Company issued as fully paid bonus shares, on Emerge Platform of NSE.

DEMATERIALISATION OF EQUITY SHARES

All the Equity shares of the Company are in dematerialized form with either of the depositories viz NSDL and CDSL. The ISIN No. allotted to the Company is INE0J5801011.

DIVIDEND

Based on the Company''s performance and Dividend Distribution Policy of the Company, your directors are pleased to recommend Dividend of INR 4.18/- (i.e. 41.8%) per equity share of INR 10/- each fully paid up for FY 2023-24. The payment of dividend is subject to approval of the shareholders

at the forthcoming Annual General Meeting (AGM'') of the Company and shall be subject to deduction of tax at source.

TRANSFER TO GENERAL RESERVE

The Company has not transferred any amount to General Reserve during the year. The dividend payment is subject to approval of the members at the 7^th Annual General Meeting, which will be paid, if declared, to the shareholders within 30 days from the date of declaration.

DEPOSITS

During the year under review, the Company has not accepted or renewed any deposit from the public/members falling within the ambit of Section 73 or Section 74 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE

The Company is listed on SME Emerge Platform of NSE, by virtue of Regulation 15 of Listing Regulation the compliance with the corporate governance provisions as specified in Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 clauses (b) to (i) and (t) of sub regulation 2 of Regulation 46 and Para C, D and E of Schedule V of the listing regulation are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Annual Report.

EMPLOYEES STOCK OPTION SCHEMES

Our ESOP schemes help us share wealth with our employees and are part of a retention-oriented compensation program. They help us meet the dual objective of motivating key employees and retention while aligning their long-term career goals with that of the Company. In view of the employee retention in long run company has approved "Jeena Sikho Employees Stock Option Scheme 2024” vide Extra Ordinary general Meeting dated February 27, 2024.

The Jeena Sikho Lifecare Limited has granted ESOPs under one plans viz., Employees Stock Option Scheme 2024 to its employees on an equity-settled basis. The ESOPs provide a right to its holders (i.e., Jeena Sikho Lifecare Limited employees) to purchase one share for each option at a predetermined strike price on the expiry of the vesting period. The ESOP hence represents an call option that provides a right but not an obligation to the employees of the Jeena Sikho Lifecare Limited to exercise the option by paying the strike price on completion of the vesting period.

During the financial year 2023-24, 61,275 ESOPs were granted to employees. The details of ESOP Scheme are given on Note no. 33 of the financial statements.

During the year under review, there are no material changes in the ESOP Scheme 2024 and the same is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (''ESOP Regulations''). The disclosures under Regulations 14 of ESOP Regulations is uploaded on the Company''s website viz.: www.jeenasikho.com

Certificate from M/s. J Nain & Associates, secretarial auditor with regards to the implementation of the Company''s Employee Stock Option Schemes in line with SEBI (Share Based Employees Benefits) Regulations, 2014 will be available for inspection in electronic mode during the Annual General Meeting.

SUBSIDIARIES/ASSOCIATES/JOINT VENTURE

During the year under review, the Company is not having any Subsidiary/Associate/Joint Venture Company. However, the Board of Directors of your Company, in their meeting held on June 10, 2024, approved to make investment of 80% in equity share capital of "Saatviksuddhi Ayurlife Private Limited”. Consequently, Saatviksuddhi Ayurlife Private Limited becomes the subsidiary Company of the Company after the closure of the Financial Year 2023-24.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company beliefs that a strong Board is imperative to create a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. As on March 31, 2024, the Board of Directors of the Company consist of optimum combination of Executive Directors, NonExecutive Director, Independent Directors of the Company.

The following changes took place in the composition of Board of Directors and Key Managerial Personal:

Mr. Suraj Prakash Choudhary ceased to be the Non-Executive and Independent Director of the Company w.e.f. February 15, 2024, due to his resignation.

Ms. Nikita Juneja ceased to be the Company Secretary and Compliance Officer of the Company w.e.f. June 02, 2023, due to her resignation.

Ms. Anshika Garg was appointed as Company Secretary and Compliance Officer of the Company w.e.f. June 02, 2023.

After the closure of financial year 2023-24, Mr. Chandan Kumar Kaushal was appointed as Additional Director (Independent Director) of the Company w.e.f. April 29, 2024.

During the Financial Year 2023-24, the shareholders of the Company have accorded their approval at 06^th Annual General Meeting held on September 08, 2023 for re-appointment of Mrs. Bhavna Grover as a Director as retires by rotation.

Except as stated above, no other change took place in the composition of Board of Director or Key Managerial Personnel during the period under review.

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors are liable to be retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Ms. Shreya Grover, director of the Company will retire by rotation at the ensuing AGM, and being eligible, offers

herself for re-appointment in accordance with provisions o the Act. Appropriate resolution for her reappointment is being placed for the approval by the Members of the Company al the ensuing AGM.

The Board considered the said re-appointment in the interesl of the Company and hence recommends the same to the Members for approval.

None of the Directors of the Company, except following, are related inter-se, in terms of Section 2(77) of the Act including rules made thereunder.

Sr. No.	Name of Director	Relationship with another Director
1.	Manish Grover	Spouse of Bhavna Grover
		Father of Shreya Grover
2.	Bhavna Grover	Spouse of Manish Grover
		Mother of Shreya Grover
3.	Shreya Grover	Daughter of Manish Grover and Bhavna Grover

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors hold office for their respective term and are not liable to retire by rotation. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under the Listing Regulations. Further, in pursuance of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have duly confirmed renewal of their respective registration with the Indian Institute of Corporate Affairs (IICA) database.

In the opinion of the Board, all the Independent Directors fulfil the criteria of independence as specified in Companies Act, 2013 and Rules made thereunder read with Schedule IV as well as Listing Regulation and they are independent from the Management.

Further, all the Directors including Independent Directors of the Company possess appropriate skills, experience & knowledge in one or more fields viz. Board & Governance, Finance, Accounting Information Technology and Specialized Industry & environmental knowledge or other disciplines related to Company''s business.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. At the time of appointment/re-appointment of Independent Directors, a formal letter of appointment is given to him/her, which, inter-alia, explains the role, functions, duties and responsibilities

expected from him/her as an Independent Director of the Company. The Independent Director is also explained in detail the nature, business model of the industry and compliances under the Act, the Listing Regulations and other relevant rules & regulation.

Details of the familiarization programme for Independent Directors are uploaded on the website of the Company at www.jeenasikho.com

NOMINATION AND REMUNERATION POLICY

On the recommendation of the Nomination and Remuneration Committee, the Board has framed a policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel and their remuneration. The Nomination and Remuneration Policy includes the criteria for determining qualification, positive attributes, independence, etc. is placed on the website of the Company at www.jeenasikho.com/policies

The salient features of the Nomination and Remuneration Policy are mentioned below:

• The Nomination and Remuneration Policy of the Company is designed to attract, motivate, improve productivity and retain manpower by creating a congenial work environment, encouraging initiatives, personal growth, team work and inculcating a sense of belongingness and involvement, besides offering appropriate remuneration packages and superannuation benefits.

• The Committee shall comprise at least three (3) Directors, all of whom shall be non-executive Directors and at least two-third shall be Independent.

• Quorum of the meeting shall be either two members or one-third of the members of the committee, whichever is greater, including at least one independent director in attendance.

• The Role of the Committee includes: Periodically reviewing the size and composition of the Board to have an appropriate mix of executive and independent Directors to maintain its independence and separate its functions of governance and management and to ensure that it is structured to make appropriate decisions, with a variety of perspectives and skills, in the best interests of the Company;

• Formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board, relating to the remuneration for the Director, key managerial personnel and other employees.

• The Board as per the criteria approved by the Nomination and Remuneration Committee shall carry out evaluation of performance of its own, its committees, and individual Directors and the Chairman.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make an informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder relationship Committee

During the year under review, all recommendations made by the various committees of the Board have been duly accepted by the Board.

The Composition of the said Committees are as under:

Audit Committee:

As on date, the Audit Committee comprises of:

Name of Director	Designation of Committee	Nature of Directorship
Mr. Chandan	Chairperson	Independent
Kumar Kaushal1		Director
Mr. Karan Vir	Member	Independent
Bindra		Director
Mr. Manish	Member	Managing
Grover		Director

*Mr. Chandan Kumar Kaushal was appointed as the chairperson of the Committee w.e.f. April 29, 2024.

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

Nomination And Remuneration Committee:

As on date the Nomination and Remuneration Committee comprises of:

Name of Director	Designation of Committee	Nature of Directorship
Mr. Karan Vir	Chairperson	Independent
Bindra		Director
Mr. Chandan	Member	Independent
Kumar Kaushal1		Director
Ms. Shreya	Member	Non-Executive
Grover		Director

*Mr. Chandan Kumar Kaushal was appointed as the member of the Committee w.e.f. April 29, 2024.

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

Stakeholders'' Relationship Committee:

As on date the Stakeholders'' Relationship Committee comprises of:

Name of Director	Designation of Committee	Nature of Directorship
Mr. Chandan	Chairperson	Independent
Kumar Kaushal*		Director
Ms. Bhavna	Member	Whole-Time
Grover		Director
Ms. Manish	Member	Managing
Grover		Director

*Mr. Chandan Kumar Kaushal was appointed as the chairperson of the Committee w.e.f. April 29, 2024.

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

Corporate Social Responsibility Committee:

As on date CSR committee comprises of:

Name	Designation	Nature of Directorship
Karan Vir Bindra	Chairman	Independent Director
Manish Grover	Member	Managing Director
Bhavna Grover	Member	Whole-Time Director

CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and Senior Management Personnel of the Company. The Code is displayed on the website of the Company www.jeenasikho.com. All Board members and Senior Management Personnel have affirmed compliance with the said Code of Ethics & Conduct.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism/Whistle Blower Policy for directors and employees to report their genuine concerns has been established. The Vigil Mechanism/ Whistle Blower Policy has been uploaded on the website of the Company at https://www.jeenasikho.com/policies under ''Investor Section''.

The Policy is an extension of the Code of Conduct for Directors & Senior Management Personnel and covers any unethical and improper actions or malpractices and events which have taken place/suspected to take place.

As per the policy all Protected Disclosures should be addressed to the Vigilance Officer/Company Secretary or to the Chairman of the Audit Committee in exceptional cases.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Major elements of risk/threats for Ayurveda Industry are regulatory concerns, consumer perceptions and competition. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Board of Directors has adopted a risk management policy for the Company outlining the parameters of identification, assessment, monitoring and mitigation of various risks which is available on the website of the Company.

STATUTORY AUDITORS & AUDITOR''S REPORT

M/s. KRA & Co., Chartered Accountants (Firm Registration No. 020266N), holding a valid certificate issued by the Peer Review Board (Certificate No. 012550) of the Institute of Chartered Accountants of India (ICAI) were appointed as the Statutory Auditor of the Company for a term of 5 years w.e.f. conclusion of 4^th Annual General Meeting of the Company till the conclusion of the 9^th Annual General Meeting.

M/s. KRA & Co., the statutory auditors of the Company have given their report on the financial statements of the Company for the financial year ended March 31, 2024, which form part of the Annual Report.

There is no qualification, reservation, adverse remark, comments, observations or disclaimer given by the Statutory Auditors in their report(s). There were no frauds reported by the Statutory Auditors under the provisions of Section 143 of the Act.

The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI and are eligible to continue as the statutory auditor of the Company.

SECRETARIAL AUDITORS AND THEIR REPORT

In terms of Section 204(1) of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. J Nain & Associates (Firm Registration no. I2017DE1593700), holding a valid certificate issued by the Peer Review Board (Certificate No. 2846/2022) of the Institute of Companies Secretaries of India (ICSI), as the Statutory auditor of the Company for the Financial Year 2023-24. The report of the Secretarial Auditor is annexed herewith as Annexure-1.

There are no qualifications, reservations, adverse remarks, comments, observations or disclaimer made by the Secretarial Auditors in their report. There were no frauds reported by the Secretarial Auditors under the provisions of Section 143 of the Act.

COST AUDITORS

The provisions of maintenance of Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Act are not applicable on the Company.

MEETINGS OF BOARD OF DIRECTORS

During the financial year 2023-2024, your Board of Directors have meet 19 (Nineteen) times. The details of meeting & attendance are given hereunder. The intervening gap between the Meetings was within the prescribed period.

Sr. No.	Date of Board Meeting	No. of Directors eligible to attend	No. of Directors attended meeting
1	20-04-2023	5	5
2	15-05-2023	5	5
3	02-06-2023	5	5
4	08-07-2023	5	5
5	29-07-2023	5	5
6	14-08-2023	5	5
7	16-08-2023	5	5
8	09-09-2023	5	5
9	25-09-2023	5	5
10	30-10-2023	5	5
11	04-11-2023	5	5
12	27-11-2023	5	5
13	05-01-2024	5	5
14	20-01-2024	5	5
15	07-02-2024	5	5
16	02-03-2024	4	4
17	05-03-2024	4	4
18	07-03-2024	4	4
19	20-03-2024	4	4

MEETING OF INDEPENDENT DIRECTORS

Pursuant to Secretarial Standard -1 relating to Board Meeting issued by the Institute of Company secretaries of India, the independent directors shall conduct at least One (1) meeting in a Calendar Year to review the performance of NonIndependent Directors and the Board as a whole; to review the performance of the Chairman and to assess the quality, quantity and timeliness of flow of information between the Company management and the Board and its members that is necessary for the Board to effectively and reasonably perform their duties.

Accordingly, all Independent Directors of the Company has conducted a meeting dated March 23, 2024, without presence of non-independent director where they review the performance of all non-independent director of the Company and the board as a whole, also review the performance of the Chairman of the Company and assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134 (3) of the Companies Act, 2013, the draft Annual Return as on March 31, 2024 is uploaded on the Company''s website on https://www.jeenasikho.com.

CSR COMMITTEE

The Company comes under the criteria as mentioned in Section 135 of the Companies Act, 2013 i.e., Corporate Social Responsibility and accordingly the amount has been spent on CSR activities in the financial year 2023-2024 to comply with the requirements of necessary social expenditure which is I NR 48.36 Lakhs i.e. (2% of the average net profit of immediate preceding three (3) financial years). The constitution of CSR Committee was applicable for FY 2023-24, subsequently the CSR Committee is formulated and the composition is also given. The CSR Report is annexed as Annexure-2.

The Board of Director of your Company has formulated and adopted a policy on CSR which can be accessed at https://www.jeenasikho.com/policies

The CSR Policy of your Company outlines the Company''s philosophy for undertaking socially useful programs for welfare and sustainable development of the community at large as part of its CSR Obligation.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as collectively and of its committees for the FY 2023-24.

The performance of evaluation of Independent Directors was carried out by entire Board without presence of Independent Director being evaluated. The performance evaluation of the Non-Independent Directors was carried by Independent Directors in their separate meeting.

The Directors has been satisfied with the performance of all directors and is of opinion that all Independent Director is a person of integrity and possess relevant experience and expertise.

NATURE OF BUSINESS

There has been no change in business of the Company.

Jeena Sikho has a diverse portfolio consisting of a number of brands and sub-brands including "Shuddhi”. The Company offers a variety of Ayurvedic Products and services through Shuddhi clinics and HIIMS, all over the Country. The Company has presence across various channels such as general groceries, chemists, organized retail and e-commerce.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis Report for the FY 2023-24, which forms part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVE STMENTS UNDER SECTION 186

The details of loans and Investments and guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming a part of Annual Report.

Current borrowings of the Company are compliant with Section 180(1)(c) of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all transactions entered by the Company with Related Parties as defined under the Act were in the ordinary course of business and on an arm''s length pricing basis and do not attract the provisions of Section 188 of the Act. Hence, the requirement of Form AOC-2 as required under Section 188(1) of the Act is not applicable to the Company. All related party transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained before the commencement of the new financial year, for the transactions which are repetitive in nature and also for the transactions which are not foreseen.

In line with the requirements of the applicable laws, the Company has formulated a policy on related party transactions which is uploaded on the website of the Company at: https://www.jeenasikho.com/policies

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an Internal Compliance Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace.

During the year the period under review, the Company has not received any sexual harassment complaints during the financial year nor any complaint is pending at the end of the financial year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY''S OPERATIONS IN FUTURE

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

However, during the year your Company has a special resolution on October 23, 2023 for increase of Authorised Share capital of the Company from from INR 15,00,00,000/-(Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crores Fifteen Lakhs) Equity Shares of INR 10/- each to INR

25.00. 00.000/- (Rupees Twenty-Five Crores Only) divided into

2.50.00. 000 (Two Crores Fifteen Lakhs) Equity Shares of INR 10/- each,

Further, a special resolution was passed on February 27, 2024 for alteration of the Object Clause of the Memorandum of Association.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION

There have been no material changes and/or commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of Section 134(3)(m) & Rule 8(3) of Companies (Accounts) Rules, 2014 the details of energy conservation, technology absorption and foreign exchange earnings and outgo has been given in Annexure-3 to this report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has a proper and robust system of internal controls geared towards achieving efficiency of business operations, safeguarding the Company''s assets and ensuring optimum utilization of resources. Such controls also ensure accuracy and promptness of financial reporting and compliance with statutory regulations.

In the opinion of the Statutory Auditors of the Company, as expressed by them in their report, the Company has adequate internal control systems over financial reporting as at March 31,2024.

HUMAN RESOURCES

Your Company treats its "human resources” as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company''s thrust is on the promotion of talent internally through job rotation and job enlargement.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosure pertaining to remuneration and other details are provided in the Annexure-4 to this Report.

Particulars of employee remuneration, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this Annual Report. In terms of the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to Members, excluding the aforementioned information. Any Member interested in obtaining a copy of such statement may write to the Company Secretary of the Company at [email protected]

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying in unpaid or unclaimed dividend for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) under Section 124 of the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company was in compliance with the Secretarial Standards. i.e., SS-1 and SS-2 relating to "Meetings of the Board of Directors” and "General Meetings” respectively.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application or any proceeding has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) ("IBC Code”) during the financial year 2023-24.

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

The Company has not made any one-time settlement, therefore, the same is not applicable.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Act, with respect to Directors'' Responsibility Statement, the Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) That they had selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

d) That they had prepared the annual accounts on a going concern basis;

e) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

ACKNOWLEDGMENTS

The Board places on record its appreciation for the continued patronage, support and co-operation extended by its shareholders, customers, bankers and all Government and statutory agencies with whose help, cooperation and hard work the Company was able to achieve the results. Your directors would further like to record appreciation to the efforts of all the employees for their valuable contribution to the Company.

For and on behalf of Board Jeena Sikho Lifecare Limited

Sd/- Sd/-

Manish Grover Bhavna Grover

Date: July 29, 2024 Managing Director Whole-Time Director

Place: Chandigarh DIN: 07557886 DIN: 07557913

1

Establishing and reviewing Board, KMP and Senior Management succession plans in order to ensure and maintain an appropriate balance of skills, experience and expertise on the Board and Senior Management.

---

Mar 31, 2023

BOARD REPORT

To,

The Members,

Your Directors have pleasure in presenting the 6^th Annual Report on the business and operations of the Company, together
with the audited standalone and consolidated financial statements for the financial year ended March 31,2023 (“FY 2022-23”).

FINANCIAL RESULTS

The standalone and consolidated financial performance of the Company is summarised in the table below:

	Consolidated		Standalone
Particulars	Year ended	Year ended	Year ended	Year ended
	March 31, 2023	March 31, 2022	March 31,2023	March 31, 2022
Revenue from Operations including other Income	20,734.66	14,804.35	20,617.88	14,794.22
Less: Expenses
Cost of material consumed	90.13	-	-	-
Purchase of Stock in Trade	1,528.58	1,226.97	1,528.58	1,159.16
Changes in Inventories of Stock in Trade	121.69	292.24	165.44	351.96
Employee Benefit Expenses	4,450.02	3,379.64	4,343.52	3,374.66
Finance Cost	70.44	113.97	70.23	113.97
Depreciation and Amortisation Expenses	320.04	331.09	312.75	330.59
Other Expenses	9,769.30	7,951.16	9,744.36	7,947.09
Total Expenses	16,305.20	13,295.07	16,164.88	13,277.43
Profit before exceptional and extraordinary items and tax	4,429.46	1,509.28	4,453.00	1,516.79
Exceptional and Extraordinary items	-	-	-	-
Profit Before Tax	4,429.46	1,509.28	4,453.00	1,516.79
Tax Expenses	1,077.21	389.89	1,078.56	389.55
Net Profit for the Year	3,352.25	1,119.39	3,374.44	1,127.24

FINANCIAL PERFORMANCE
STANDALONE:

During the current period, your company has shown an
increase in total revenue of '' 20,617.88 Lakhs as against
'' 14,794.22 Lakhs in the previous year on standalone basis.
The Company has earned a net profit of '' 3,374.44 Lakhs
as compared to a profit of '' 1127.24 Lakhs in the previous
year. The company will continue to pursue expansion in the
domestic market, to achieve sustained and profitable growth.

CONSOLIDATED:

Shuddhi Green Charcoal Private Limited was our subsidiary
at the beginning of the Financial Year 2022-2023. However,
during the Financial Year it ceases to be our subsidiary
w.e.f. March 30, 2023. Further, pursuant to the provisions
of section 129, 134 & 136 of the Companies Act, 2013 read
with rules framed there under and pursuant to Regulation
33 of SEBI (Regulations, 2015 your Company had prepared
consolidated financial statements of the Company and its
subsidiary i.e., Shuddhi Green Charcoal Private Limited
(CIN: U37200HR2021PTC099839) which forms part of this
annual report.

During the current period, your company has shown the
consolidated total revenue of '' 20,734.66 Lakhs. The company
has earned a net profit of '' 3,352.25 Lakhs.

As per Rule 8 of Companies (Accounts) Amendments Rules,
2016, a report on the highlights of performance of subsidiaries,
associates and joint venture companies and their contributions
to the overall performance of the company during the period
under report is attached as Annexure-1.

Any member intending to have a copy of Balance Sheet
and other Financial Statement of these Companies shall
be made available on the website of the Company at
www.ieenasikho.co.in.

It shall also be kept for inspection during business hours by
any shareholder in the registered office of the Company and
the respective offices of its subsidiary companies.

SHARE CAPITAL
Authorised Share Capital

During the year under review, the Authorised Share Capital of
the company as on March 31,2023 is '' 15,00,00,000/-(Rupees
Fifteen Crore Only) divided into 1,50,00,000 (One Crore
Fifteen lakh) Equity Shares of '' 10/- each.

Paid Up Share Capital

The paid-up share capital of the Company as on March 31,
2023 is '' 13,81,11,920/- divided into 1,38,11,192 equity
shares of ''10/- each ranking pari-passu in all respect with the
existing Equity shares of the Company.

LISTING WITH STOCK EXCHANGES

The equity shares of the company is listed on Emerge Platform
of National Stock Exchange of India Limited w.e.f. April 19,
2022 and the Company confirms that it has paid the Annual
Listing Fees for the year 2022-23 to NSE Limited.

DEMATERIALISATION OF EQUITY SHARES

All the Equity shares of the Company are in dematerialised
form with either of the depositories viz NSDL and CDSL. The
ISIN No. allotted to the company is INE0J5801011.

DIVIDEND

During the year, the company has not declared any dividend
to its shareholders.

However, for Financial Year 2022-23 the Board of directors
of company in its Board Meeting dated May 29, 2023, had
concluded to recommend a dividend of '' 2/- (i.e., 20% percent
per equity share) on face value of '' 10/- (Rupees Ten only)
each to its shareholders which shall be subject to the approval
of the shareholders in the ensuing Annual General Meeting
of the Company. The dividend payment is subject to approval
of the members at the 6^th Annual General Meeting, which will
be paid, if declared, to the shareholders within 30 days from
the date of declaration.

TRANSFER TO GENERAL RESERVE

The Company has not transferred any amount to General
Reserve during the year.

DEPOSITS

During the year under review, the Company has not accepted
or renewed any deposit from the public falling within the ambit
of section 73 or section 74 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE

The Company is listed on SME Emerge Platform of NSE,
by virtue of Regulation 15 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“the compliance

with the corporate governance provisions as specified in
Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26,
27 clauses (b) to (i) and (t) of sub regulation 2 of Regulation
46 and Para C, D and E of Schedule V are not applicable to
the Company. Hence, the Corporate Governance Report does
not form part of this Annual Report.

SUBSIDIARIES/ASSOCIATES/JOINT VENTURE

The Company had One Subsidiary Company, namely Shuddhi
Green Charcoal Private Limited at the beginning of Financial
Year 202-23. However, it ceases to be our subsidiary w.e.f.
March 30, 2023. Further as on the date of end of financial year

i.e., w.e.f. March 31, 2023 your company does not have any
subsidiaries/associate and/or joint venture.

However, pursuant to Section 129 (3) of the Act and Ind - AS
110 issued by the Institute of Chartered Accountants of India,
Consolidated Financial Statements presented by the Company
include the financial statements of its subsidiaries.

Further, a separate statement containing the salient features of
the financial statements of subsidiaries of the company in the
prescribed form AOC-1 has been disclosed in Annexure-1.

The Financial Statements, as required, of the subsidiary
companies shall be available on website of the Company at
www.ieenasikho.co.in.

DIRECTORS

Pursuant to Section 149, 152 and other applicable provisions
of the Companies Act, 2013, one-third of such of the Directors
are liable to be retire by rotation, shall retire every year and,
if eligible, offer themselves for re-appointment at every AGM.
Consequently, Mrs. Bhavna Grover (DIN: 07557913), director
of the company will retire by rotation at the ensuing AGM, and
being eligible, offers himself for re-appointment in accordance
with provisions of the Act.

With regard to integrity, expertise and experience (including
the proficiency) of the Independent Director appointed, the
Board of Directors have taken on record the declarations and
confirmations submitted by the Independent Director and is
of the opinion that he is a person of integrity and possesses
relevant expertise and experience and his continued
association as Director will be of immense benefit and in the
best interest of the Company. With regard to proficiency of the
independent Director, ascertained from the online proficiency
self-assessment test conducted by the Institute, as notified
under Section 150(1) of the Act, the Board of Directors have
taken on record the information submitted by Independent
Director that he has complied with the applicable laws.

Further, in the opinion of the Board, the independent directors
appointed during the financial year are the person of integrity
and possesses relevant expertise and experience (including
the proficiency).

None of the Directors of the Company, except following, are
related inter-se, in terms of section 2(77) of the Act including
rules made thereunder.

S No. Name of Director	Relationship with another Director
1. Manish Grover	Spouse of Bhavna Grover
	Father of Shreya Grover
2. Bhavna Grover	Spouse of Manish Grover
	Mother of Shreya Grover
3. Shreya Grover	Daughter of Manish Grover and Bhavna Grover

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Suraj Prakash Choudhary and Mr. Karan Vir Bindra are
independent directors of the company. The Company has
received declarations / confirmations from all the Independent
Directors of the Company at its first board meeting of the
Financial Year 2022-23 as required under Section 149(7) of
the Companies Act, 2013, read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014.

FAMILIARISATION PROGRAMME OF INDEPENDENT
DIRECTORS

Periodic presentations are made at the Board and Committee
meetings on business and performance updates of the
Company and business strategy. The Company has done
various programmes to familiarise Independent Directors with
the Company, responsibilities in the Company, nature of the
industry in which the Company operates, business model of
the Company and other related matters.

Details of the familiarisation programme for Independent
Directors are explained in the Corporate Governance Report.

REMUNERATION OF DIRECTORS

The details of remuneration/Sitting fees paid during the
financial year 2022-23 to Executive Directors/ Non-Executive
Directors of the Company is provided in Form MGT-9 which
forms part of this report.

POLICY ON CODE OF CONDUCT FOR DIRECTORS
AND SENIOR MANAGEMENT

The policy on appointment of Board members including
criteria for determining qualifications, positive attributes,
independence of a director and the policy on remuneration
of directors, KMP and other employees is enclosed as
“Annexure-2” respectively to this report. The same
are also available on the website of the Company at
www.jeenasikho.co.in at weblink https://www.jeenasikho.co.in/
policies.

CHANGE IN OBJECTS OF ISSUE FOR UTILISATION
OF PROCEEDS OF INITIAL PUBLIC OFFERING (IPO)

The Board of directors of the company at its Board meeting
dated November 29, 2022, approved for change in object of
issue for utilisation of the proceeds of the Initial Public Offer
(IPO) which shall subsequently also be approved by the
shareholders of the company by passing special Resolution
at its meeting held on December 31,2022.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific
areas and make an informed decisions in line with the
delegated authority.

The following Committees constituted by the Board function
according to their respective roles and defined scope:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder relationship Committee

4. Corporate Social Responsibility Committee

During the year under review, all recommendations made by
the various committees have been accepted by the Board.

The Composition of the Said Committees are as Under:

Audit Committee:

As on date, the Audit Committee comprises of:

Name of Director	Designation of Committee	Nature of Directorship
Mr. Suraj Kumar Choudhary	Chairperson	Independent Director
Mr. Karan Vir Bindra	Member	Independent Director
Mr. Manish Grover	Member	Managing Director

Our Company Secretary and Compliance officer will act as the
secretary of the Committee.

Nomination And Remuneration Committee:

As on date the Nomination and Remuneration Committee
comprises of:

Name of	Designation	Nature
Director	of Committee	of Directorship
Mr. Karan Vir Bindra	Chairperson	Independent Director
Mr. Suraj Kumar Choudhary	Member	Independent Director
Ms. Shreya Grover	Member	Non- Executive Director

Stakeholders’ Relationship Committee:

As on date the Stakeholders‘ Relationship Committee
comprises of:

Name of Director	Designation of Committee	Nature of Directorship
Mr. Suraj Kumar Choudhary	Chairperson	Independent Director
Mrs. Bhavna Grover	Member	Whole Time Director
Ms. Manish Grover	Member	Managing Director

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) & (10) of the
Companies Act, 2013, a Vigil Mechanism/Whistle Blower
Policy for directors and employees to report their genuine
concerns has been established. The Vigil Mechanism /
Whistle Blower Policy has been uploaded on the website of
the Company at https://www.ieenasikho.co.in/policies under
‘Investor Section’.

The Policy is an extension of the Code of Conduct for Directors
& Senior Management Personnel and covers any unethical
and improper actions or malpractices and events which have
taken place/suspected to take place:

As per the policy all Protected Disclosures should be
addressed to the Vigilance Officer / Company Secretary or
to the Chairman of the Audit Committee in exceptional cases.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess,
monitor and mitigate various risks to key business objectives.
Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a
continuing basis. Major elements of risk/threats for Ayurveda
Industry are regulatory concerns, consumer perceptions and
competition. These are discussed at the meetings of the Audil
Committee and the Board of Directors of the Company. The
Board of Directors has adopted a risk management policy
for the company outlining the parameters of identification,

assessment, monitoring and mitigation of various risks which
is available on the website of the company.

AUDITORS & AUDITOR’S REPORT

The Company in its Annual General Meeting held on
November 15, 2021, has appointed M/s KRA & Co., Chartered
Accountants (Firm Registration No. 020266N), holding a
valid certificate issued by the Peer Review Board (Certificate
No. 012550) of the Institute of Chartered Accountants of
India (ICAI), as statutory auditors of the company from the
conclusion of 4^th Annual General Meeting of the Company till
the conclusion of the 09^th Annual General Meeting.

Accordingly, M/s KRA & Co., Chartered Accountants, have
submitted their Report on the Financial Statements of the
Company for the FY 2022-23, which forms part of the Annual
Report 2022-23. There are no observations (including any
qualification, reservation, adverse remark or disclaimer) of
the Auditors in the Audit Reports issued by them which call
for any explanation from the Board of Directors.

The Auditors have also confirmed that they have subjected
themselves to the peer review process of Institute of Chartered
Accountants of India (ICAI) and hold a valid certificate issued
by the Peer Review Board of the ICAI.

The Auditors of the Company have not reported any fraud as
specified under Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITORS AND THEIR REPORT

As per section 204(1) of the Companies Act, 2013 read with
rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the company is required
to appoint secretarial auditor for conducting secretarial audit
of the company. Accordingly, the company has appointed M/s
J Nain & Associates (Firm Registration no. S2017DE478500),
holding a valid certificate issued by the Peer Review Board
(Certificate No. 2846/2022) of the Institute of Companies
Secretaries of India (ICSI), as secretarial auditor of the
company for the Financial Year 2022-23. Based on the carried
out by Secretarial Auditors, they have submitted their report(s),
which are annexed herewith as Annexure-3.

MEETINGS OF BOARD OF DIRECTORS

During the financial year 2022-2023 18 (eighteen) Board
Meetings were held.

The details of meeting & attendance are given hereunder. The
intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013 and the SEBI
(LODR) Regulations, 2015 and pursuant to the relaxations
provided. During the financial year 2022-23, the Board of
Directors of the Company met on the following dates.

S. No.	Date of Board Meeting	No. of Directors eligible to attend	No. of Directors attended meeting
1	25-07-2022	05	05
2	02-09-2022	05	04
3	05-09-2022	05	05
4	13-09-2022	05	04
5	07-10-2022	05	04
6	17-10-2022	05	04
7	14-11-2022	05	05
8	22-11-2022	05	04
9	29-11-2022	05	05
10	09-12-2022	05	04
11	20-12-2022	05	04
12	03-01-2023	05	04
13	14-01-2023	05	04
14	04-02-2023	05	05
15	15-02-2023	05	05
16	07-03-2023	05	04
17	22-03-2023	05	05
18	30-03-2023	05	05

Further, separate meeting of Independent Directors of the
Company was held on August 25, 2022 where the prescribed
items enumerated under Schedule IV to the Companies
Act, 2013 and clause 25(4) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 were discussed.

MEETING OF INDEPENDENT DIRECTORS

Pursuant to Secretarial Standard -1 relating to Board Meeting
issued by the Institute of Company secretaries of India, the
independent directors shall conduct atleast One (1) meeting
in a Calendar Year to review the performance of Non¬
Independent Directors and the Board as a whole; to review
the performance of the Chairman and to assess the quality,
quantity and timeliness of flow of information between the
company management and the Board and its members that is
necessary for the Board to effectively and reasonably perform
their duties.

Accordingly, your Independent Directors has conducted
a meeting dated August 25, 2022 where they review the
performance of all non-independent director of the company
and the board as a whole, also review the performance of the
Chairman of the company and assess the quality, quantity
and timeliness of flow of information between the company
management and the Board.

The company secretary of the company Ms. Nikita Juneja*
take part in convening and holding of above meetings as
required by the independent directors.

Ms. Nikita Juneja has resigned from the position of company
secretary and compliance officer w.e.f. 02/06/2023

ANNUAL REPORT

Pursuant to Section 92 (3) read with Section 134 (3) of
the Companies Act, 2013, the Annual Return as on March
31^st, 2023 is available on the Company’s website on
https://www.ieenasikho.co.in/.

CSR COMMITTEE

The Company comes under the criteria as mentioned in
section 135 of the Companies Act, 2013 i.e., Corporate Social
Responsibility and accordingly the amount has been spent
on CSR activities in the financial year 2022-2023 to comply
with the requirements of necessary social expenditure which
is '' 24,81,489 (Rupees Twenty-four lakh eighty-one thousand
four hundred and eighty nine only) i.e., (2% of the average net
profit of the immediate preceding three (3) financial years). The
constitution of CSR Committee was applicable for FY 2022¬
23, subsequently the CSR Committee is formulated and the
composition is also given. The CSR Report is annexed as
Annexure-4.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out an annual
performance evaluation of its own performance, the directors
individually as well as collectively and of the working of
its committees.

The Directors has been satisfied with the performance of
all directors and is of opinion that all Independent Director
is a person of integrity and possess relevant experience
and expertise.

NATURE OF BUSINESS

There has been no change in business of the Company.

Jeena Sikho has a diverse portfolio consisting of a number of
brands and sub-brands including “Shuddhi”. The Company
offers a variety of Ayurvedic Products and services through
Shuddhi clinics and HIIMS, all over the Country. The Company
has presence across various channels such as general
groceries, chemists, organised retail and ecommerce.

COMPANIES WHICH HAVE BECOME OR CEASED
TO BE ITS SUBSIDIARIES DURING THE YEAR

During the financial year ended on March 31,
2023, Shuddhi Green Charcoal Private Limited
(CIN: U37200HR2021PTC099839) ceases to be our
subsidiary w.e.f. March 30, 2023, the details of which is given
in Annexure-1. However, there is no change with respect to
joint venture or associate of the company.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

A detailed review of operations, performance and future
outlook of your company and its businesses is given in the
Management Discussion and Analysis Report, which forms
part of this report.

EXTRACT OF ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013,
an extract of Annual Return in Form MGT-9 is provided as
Annexure-5 and is also uploaded on the website of the
Company at www.ieenasikho.co.in.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186

The details of loans and Investments and guarantees covered
under the provisions of Section 186 of the Act are given
in the Notes to the Financial Statements forming a part of
Annual Report.

Current borrowings of the company are compliant with Section
180(1)(c) of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements entered into by
the Company with related parties referred to in sub section
(1) of Section 188 of the Companies Act, 2013 including
certain arm’s length transactions under that proviso attached
as Annexure-6 in Form AOC-2 forms an integral part of this
report. All related party transactions are presented to the Audit
Committee and the Board. Omnibus approval is obtained
before the commencement of the new financial year, for the
transactions which are repetitive in nature and also for the
transactions which are not foreseen.

In line with the requirements of the applicable laws, the
Company has formulated a policy on related party transactions
which is uploaded on the website of the Company at:
https://www.ieenasikho.co.in/policies.

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment
at the workplace and has adopted a policy on prevention,
prohibition and redressal of sexual harassment at workplace in
line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules thereunder. As required under law, an Internal
Compliance Committee has been constituted for reporting and
conducting inquiry into the complaints made by the victim on
the harassments at the workplace.

During the year, no complaint of sexual harassment has been
received by the Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERNS STATUS AND
COMPANY''S OPERATIONS IN FUTURE

The Company has not received any significant or material
orders passed by any regulatory authority, court or tribunal
which shall impact the going concern status and Company’s
operations in future, during the financial year. However, National
Stock Exchange of India Limited has imposed penalty as per
SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2022/12 dated
January 22, 2020 (hereinafter to referred as SOP Circular) for
delaying the compliance as required under regulation 33 of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. Further
your Company has paid the said penalty as per the SOP
circular and has also complied the delayed compliance.

Further, During the year your company has passed a special
resolution on March 23, 2023 for shifting of its registered office
from the jurisdiction of ROC - Chandigarh to ROC - Delhi
(change of registered office from one state to another) and
consequently alteration of situation clause of memorandum
of association.

The company has also made filings to the ROC or other
authorities. However, shifting office from one state to another
is in process and the regulatory approval pertaining to this
is pending.

HUMAN RESOURCES

Your Company treats its “human resources” as one of its
most important assets. Your Company continuously invests in
attraction, retention and development of talent on an ongoing
basis. A number of programs that provide focused people
attention are currently underway. Your Company’s thrust is
on the promotion of talent internally through iob rotation and
iob enlargement.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197 (12) of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
disclosure pertaining to remuneration and other details are
provided in the Annexure-7 to this Report.

TRANSFER OF AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying in unpaid or
unclaimed dividend for a period of seven years. Therefore,
there were no funds which were required to be transferred to
Investor Education and Protection Fund (IEPF) under Section
124 of the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company was in compliance
with the Secretarial Standards. i.e., SS-1 and SS-2 relating
to “Meetings of the Board of Directors” and “General
Meetings” respectively.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious
industrial relations at all levels. The enthusiasm and unstinting
efforts of employees have enabled the Company to remain
at the leadership position in the industry. It has taken various
steps to improve productivity across organisation.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination &
Remuneration Committee, formulated criteria for determining,
qualifications, positive attributes and independence of
directors and also a policy for the remuneration of directors,
key managerial personnel, and senior management.
The policy is updated on the website of the company at
https://www.ieenasikho.co.in/.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Act,
with respect to Directors’ Responsibility Statement, the
Directors confirm:

• That in the preparation of the annual accounts, the
applicable accounting standards have been followed and
no material departures have been made from the same;

• That they had selected such accounting policies and
applied them consistently, and made judgements and
estimates that are reasonable and prudent, so as to give
a true and fair view of the state of affairs of the Company
at the end of the financial year and of the profit and loss
of the Company for that period;

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

• That they had prepared the annual accounts on a going
concern basis;

• That they had laid down internal financial controls to be
followed by the company and that such internal financial
controls are adequate and were operating effectively; and

• That they had devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

ACKNOWLEDGMENTS

The Board places on record its appreciation for the continued
patronage, support and co-operation extended by its
shareholders, customers, bankers and all Government and
statutory agencies with whose help, cooperation and hard work
the Company was able to achieve the results. Your directors
would further like to record appreciation to the efforts of all
the employees for their valuable contribution to the Company.

By Order of the Board of Directors
For Jeena Sikho Lifecare Limited

Sd/- Sd/-

(Manish Grover) (Bhavna Grover)

Place: Chandigarh Managing Director Whole Time Director

Date: 16/08/2023 DIN No. 07557886 DIN: 07557913