Directors Report of JFL Life Sciences Ltd.

Mar 31, 2025

Your Directors are pleased to present fifteenth Annual Report on the business and
operations of the Company together with the Audited Statements of Accounts for the
financial year ended on March 31, 2025 and other accompanying reports, notes and
certificates.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance of the company for the financial year ended on March 31, 2025
is given below:

(Amount in Lakhs.)

Particulars	31 March, 2025	31^st March, 2024
Revenue from Operations	8204.23	4654.79
Other Income	1.01	51.36
Total Revenue	8205.24	4706.14
Less: Total Expenses	7591.70	4326.89
Profit Before Tax	613.54	379.25
Less Current Income Tax	152.78	(79.52)
Less Previous year adjustment of Income Tax	-	-
Less Deferred Tax	44.90	(30.31)
Net Profit after Tax	415.50	330.79
Earning per share (Basic)	1.26	1.00
Earnings per Share(Diluted)	1.26	1.00

The Key highlights pertaining to the business of the Company for the Year 2024-25 have
been given hereunder:

The Company has turnover of 8204.23 (in lakhs) and the company has book Net Profit of
Rs. 415.50 (in lakhs) for the year under review.

The Earnings per Share of the financial year under review is 1.26.

Furthermore, your Director assured that the Company will achieve its strategic objectives
of sustainable and profitable growth by improving the product excellence, exploring
markets and delivering customer delight in the year to come.

2. DIVIDEND

The Board of the Company not recommended any dividend due future growth and
expansion for the financial year 2024-25.

3. TRANSFER TO IEPF

The Company is not required to transfer any amount to IEPF Account.

4. TRANSFER TO RESERVES

Whole of the Net Profit earned has been transferred to the reserves for the year under
review.

5. SHARE CAPITAL
Authorized Capital:

The Authorized Share capital of the Company as on March 31, 2025 is Rs. 50,00,00,000
Issued, Subscribed and Paid-up Capital:

The Issued, Subscribed and Paid-up Capital of the Company is Rs. 32,99,53,230.

The Company has issued 2,19,96,882 bonus shares during this financial year.

Further the company has received the In-principle approval on May 06, 2025 and Listing
approval on June 09, 2025.

6. DETAILS OF HOLDING/SUBSIDIARY/ASSOCIATE COMPANIES/ JOINT VENTURES

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

Statement Containing Salient Features of Financial Statements of Associate Company:

Your Company is not having any Associate Company and hence the statement containing
the salient feature of the financial statement of a company''s associate Company under the
first proviso to subsection (3) of section 129 in the prescribed Form AOC-1 does not form
part of Directors'' Report.

Details of New Subsidiary/ Joint Ventures/Associate Companies:

There are no new Subsidiary/Joint Ventures/Associate Companies of the Company during
the year under review.

Details of the Company who ceased to be its Subsidiary/ Joint Ventures/ Associate
Companies:

Sr no.

Name of
Company

Subsidiary / Joint
Venture /

Associate Company

Date of cessation of
Subsidiary /

Joint Venture /
Associate Company

7. BOARD OF DIRECTORS, MEETINGS AND ITS COMMITTEES
â¢ APPOINTMENTS ON BOARD

Ms. Khyati Bhavya Shah was appointed as Non-Executive Independent Director
(Additional) w.e.f 11.08.2025

â¢ NUMBER OF BOARD MEETINGS

During the year under review i.e. Financial Year 2024-25, 08 (Eight) Board meetings
were held.

8^th April, 2024, 27^th May, 2024, 2^nd August, 2024, 31^St August, 2024, 4^th October,2024 ,
14^th November, 2024, 10^th January, 2025 and 27^Th March, 2025.

â¢ ATTENDANCE OF DIRECTORS AT BOARD MEETING AND ANNUAL GENERAL MEETING
(AGM):

Name of the Director	Nature of Directorship	Number of Board Meeting attended during the year	Whether attended last AGM
SMIRAL ASHWINKUMAR PATEL	Managing Director	8	Yes
TEJAL SMIRAL PATEL	Executive Director	8	Yes
MANISHKUMAR JASVANTLAL PATEL	Non-Executive Director	8	Yes
SONU LALITKUMAR JAIN	Non-Executive- Independent Director	8	Yes
BHAVNA BASANTBHAI SHAH	Non-Executive- Independent Director	8	Yes

â¢ DIRECTOR RETIRED BY ROTATION:

Mr. MANISHKUMAR JASVANTLAL PATEL (DIN: 09499355), who retire by rotation and
being eligible, offers himself for re-appointment as Director in this AGM.

â¢ MEETING OF INDEPENDENT DIRECTORS:

Pursuant Regulation 25(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the Separate meeting of the Independent Directors
of the Company was held on March 25, 2025 at registered office of the Company.

â¢ CHANGE IN KEY-MANAGERIAL PERSONNEL:

NAME	DESIGNATION	CHANGE	W.E.F.
Hiral Mahavirsinh Chudasama	Compliance Officer	APPOINTMENT	28.03.2025
Malvika Jagani	Compliance Officer	RESIGNATION	24.01.2025

â¢ DECLARA TION BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations to the effect that they meet the
criteria of independence as laid down under Section 149(6) of the Companies Act,
2013 read with Regulation 16 of SEBI (Listing obligations and Disclosures
Requirements), Regulations 2015. In the opinion of the Board, Independent Directors
fulfill the conditions specified in the Act, Rules made there under and Listing
Regulations.

â¢ FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year, the Board carried out an Annual Evaluation of its own performance
and the performance of individual Directors, as well as evaluation of the Committees
of the Board under the provisions of Section 134 (3)(p) of the Act, relevant Rules, as
prescribed. They were satisfied with the overall performance of the Directors
individually and that the Directors generally met their expectations of performance.

â¢ STATEMENT OF BOARD ON INDEPENDENT DIRECTOR:

All the Independent directors appointed during the year under review are of utmost
integrity, expertise and experience and has passed the proficiency test conducted by
the Indian Institute of Corporate Affairs.

â¢ COMMITTEES OF THE BOARD

The provisions of the Companies Act, 2013 and the Securities Exchange Board of India
(Listing Obligations and Disclosures Requirements), Regulation, 2015 have prescribed
and mandated Forming of Committees of the Board for efficient working and
effective delegation of work and to ensure transparency in the practices of the
Company.

Accordingly, the Committees formed by the Board are as follows:

1. Audit Committee

Pursuant to Section 177 of the Companies Act, the Board has formed an Audit
Committee. The details of which is disclosed herewith.

The Audit Committee of your Company was formed with the purpose of ensuring
Transparency, Efficiency & Accountability in the transactions of the Company. Further
to recommend Appointment & Remuneration of the Statutory Auditors of the
Company, examining the Financial Statements, approving Related Party transactions,
carrying out valuation of various Undertakings/Assets of the Company etc.

During the year, the Audit Committee Constituted of the following persons:

No.

Name of Member

Designation

Designation in
Committee

No. of

Meeting

Attended

Mr. Manishkumar
Patel

Non-executive

Director

Member

Mrs Bhavna Shah

Independent

Director

Chairperson

3	Ms. Sonu Jain	Independent	Member	5
		Director

The Audit Committee is constituted and has met Five times during the Financial Year
2024-25 on 27^th May, 2024, 2^nd August, 2024, 31^st August, 2024, 14^Th November,
2024 and 10^th January, 2025.

2. Nomination and Remuneration Committee:

The Company pursuant to Section 178(1) of the Companies Act, 2013 has formed the
Nomination and Remuneration Committee. The details of which is disclosed
herewith. The policy is available on the following web-link of the Company:
https://www.jfllifesciences.com/

The Committee is, inter-alia has been formed to identify persons who are qualified
to become Directors of the Company and who may be appointed in the Senior
Management along with the evaluation of Directors performance, formulating
criteria for determining positive attributes and independence of a Director and
recommending policy relating to the remuneration of the Directors, Key Managerial
Personnel and other employees and granting of Employee Stock Options to eligible
employees.

During the year, the Nomination & Remuneration Committee constituted of the
following persons:

SRN	Name of Member	Designation	Designation in Committee	No. of Meeting Attended
1	Mr. Manishkumar Patel	Non-executive Director	Member	1
2	Mrs Bhavna Shah	Independent Director	Chairperson	1
3	Ms. Sonu Jain	Independent Director	Member	1

The Nomination Remuneration Committee is constituted and has met once during
the Financial Year 2024-25 i.e. on 27^th March, 2025.

3. Stakeholders Relationship Committee

The Board has in accordance with the provisions of Section 178(5) of the Companies
Act, 2013 constituted Stakeholder Relationship Committee. The details of which is
disclosed herewith. The Stakeholders Relationship Committee has been formed to
resolve the grievances of various stakeholders of the Company. Its scope of work
includes overseeing the performance of the RTA and take note of the complaints
received, issuing of duplicate share certificates in case of loss/ theft or torn
certificate, redressal of issues related to non-receipt of dividend/Annual report, etc.
The Committee, inter alia, started overseeing and reviewing all matters connected
with the shares and looks into shareholders complaints.

No complaints were received by the Company from the shareholders / investors
during the Financial Year 2024-25 and no investor complaints were outstanding as on
31st March 2025.

During the year, the Stakeholder Relationship Committee constituted of the following
persons:

SRN	Name of Member	Designation	Designation in Committee	No. of Meeting Attended
1	Mr. Manishkumar Patel	Non-executive Director	Member	5
2	Mrs Bhavna Shah	Independent Director	Chairperson	5
3	Ms. Sonu Jain	Independent Director	Member	5

The Stakeholder Relationship Committee is constituted and has met four times
during the Financial Year 2024-25 on 27^th May, 2024, 2^nd August, 2024, 31^st August,
2024, 14^Th November, 2024 and 10^Th January, 2025.

8. RISK MANAGEMENT POLICY

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

9. THE VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company believes in promoting a fair, transparent, ethical and professional
work environment. The Board of Directors of the Company has established a Whistle
Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies
Act, 2013 and the SEBI (LODR) Regulations, 2015 for reporting the genuine concerns
or grievances or concerns of actual or suspected, fraud or violation of the Company''s
code of conduct. The said Mechanism is established for directors and employees to
report their concerns. The policy provides the procedure and other details required
to be known for the purpose of reporting such grievances or concerns.

The policy is available on the following web-link of the Company:
https://www.jfllifesciences.com/

10. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility under section 135(1) of Companies Act, 2013 is not
applicable, as the company does not have Net worth of Rs. 500 crores or Turnover of
Rs. 1000 crores or Net Profit of Rs. 5 crores during the period which is under review
and hence the company is not required to comply with the provision of section 134(3)
(o) of the Companies Act, 2013. Further the company has not constituted Corporate
Social Responsibility Committee.

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

The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding
conservation of energy and technology absorption is Nil.

(A) Conservation of energy-
the steps taken or impact on conservation of energy;	NIL
the steps taken by the company for utilising alternate sources of energy	NIL
the capital investment on energy conservation equipment''s	NIL
(B) Technology absorption-
the efforts made towards technology absorption;	NIL
the benefits derived like product improvement, cost reduction, product development or import substitution;	NIL
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, anc the reasons thereof; and (iv) The expenditure incurred on Research and Development.	NA
(C) Foreign exchange earnings and Outgo-
The Foreign Exchange earned in terms of actual inflows during the year	NA
The Foreign Exchange outgo during the year in terms of actual outflows.	NA

12. OTHER STATUTORY DISCLOSURES

Disclosure of Remuneration paid to Director and Key Managerial Personnel and
Employees:

The details with regard to payment of remuneration to Director and Key Managerial
Personnel pursuant to Section 197(12) of Companies Act, 2013 is provided in
separate annexure to the Report as "Annexure-I", which forms part of this Report.

Remuneration to Employees

None of the employee has received remuneration exceeding the limit as stated in
rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

Particulars of contracts or arrangements with related parties:

All Transactions/Contracts/Arrangements entered into by the Company with Related
Party (ies) as provided under the provisions of Section 2 (76) of the Companies Act,
2013, during the Financial Year under review were in ordinary course of business and
on an Arm''s Length Basis.

Further, none of these Contracts / Arrangements / Transactions with Related Parties
could be considered material in nature as per the thresholds given in Rule 15(3) of
the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no
disclosure is required to be given in this regard.

The details are disclosed in Form AOC-2 which is annexed as "Annexure-II", which
forms part of this Report.

Particulars of Loan, Guarantee and Investments under Section 186 of the Act:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The
Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to
time (including any amendment thereto or re-enactment thereof for the time being
in force), Loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 form part of Financial Statements provided in this Annual
Report.

Deposits

The Company has not accepted any deposits from the public within the meaning of
Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its
success. The Company believes that a truly diverse board will leverage differences in
thought, perspective, knowledge, skill, regional and industry experience, cultural and
geographical background, age, ethnicity, race and gender, which will help the
Company to retain its competitive advantage.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at 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 made
there under for prevention and Redressal of complaints of sexual harassment at
workplace.

The objective of this policy is to lay clear guidelines and provide right direction in case
of any reported incidence of sexual harassment across the Company''s offices and
take appropriate decision in resolving such issues.

During the financial year 2024-25, the Company has not received any compliant on
sexual harassment. The policy is available on the website of the Company.

Material changes and commitments affecting the financial position of the
Company:

During the period under review from April 01, 2023 to March 31, 2025, there were
no material changes and commitments undertaken by the Company which affected
the financial position of the Company.

Significant and material orders passed by the regulators or Courts or Tribunals
impacting the going concern status and Company''s Operations in Future:

As per the information available with the Board of Directors, there were no such
orders passed against the Company.

Change in the Nature of Business

There is no change in Business during the year.

Change in Name

There is no change in name of the company.

Internal Financial Control Systems and their adequacy

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

Assurance on the effectiveness of internal financial controls is obtained through
management reviews, control self- assessment, continuous monitoring by functional
experts as well as testing of the internal financial control systems by the internal
auditors during the course of their audits.

We believe that these systems provide reasonable assurance that our internal
financial controls are designed effectively and are operating as intended.

Disclosure Under Section 43(A) (II) Of The Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no
information as per provisions of Section 43 (a) (ii) of the Act read with Rule 4 (4) of
the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure Under Section 54(1)(D) Of The Companies Act, 2013

The Company has not issued any sweat equity shares during the year under review
and hence no information as per provisions of Section 54 (1) (d) of the Act read with
Rule 8 (13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure Under Section 62(1)(B) Of The Companies Act, 2013

The Company has not issued any equity shares under Employees Stock Option
Scheme during the year under review and hence no information as per provisions of
Section 62 (1) (b) of the Act read with Rule 12 (9) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

Disclosure under Section 67(3) Of The Companies Act, 2013

During the year under review, there were no instances of non-exercising of voting
rights in respect of shares purchased directly by employees under a scheme pursuant
to Section 67 (3) of the Act read with Rule 16 (4) of Companies (Share Capital and
Debentures) Rules, 2014 is furnished.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loans or made any investments or provided any
guarantees and securities for the year under review under section 185 and 186 of the
Companies Act, 2013.

14. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company
as required pursuant to Part B of Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is annexed hereto and marked as
"Annexure - III" and forms part of this Report.

15. SECRETARIAL STANDARDS OF ICSI

Your Company is in compliance with the Secretarial Standards on Meetings of the
Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of
Company Secretaries of India and approved by the Central Government.

16. AUDITORS
Statutory Auditors:

The Auditor''s report given by M/s. Doshi Doshi & Co, Chartered Accountants (FRN:
153683W), on the Financial Statements of your Company, for the year ended March
31, 2025, forms part of the Annual Report.

There is no qualification, reservation or adverse remark or any disclaimer in their
Report. In accordance with the Section 40 of the Companies (Amendment) Act, 2017
(corresponding to Section 139 of the Act), the requirement of ratification of the
appointment of the Statutory Auditor in every Annual General Meeting of the
Company during the tenure of appointment has been dispensed with. Hence, the
matter has been placed as an agenda item in the AGM Notice for the approval of the
shareholders.

Details in Respect of frauds reported by the Auditors under Section 143(12) of
Companies Act, 2013:

There are no frauds reported by the Auditor which are required to be disclosed under
Section 143(12) of Companies Act, 2013.

Secretarial Auditor:

The Company has appointed M/s. Prachi Prajapati & Associates, Practicing Company
Secretary, as a Secretarial Auditor of the Company, according to the provision of
Section 204 of the Companies Act, 2013 read with Companies Rules for the purpose
of conducting Secretarial Audit of Company for the financial year 2025-26 to 2029Â¬
30. The Report of the Secretarial Audit is annexed herewith as "Annexure IV".

17. INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS:

The Company has an internal control system, commensurate with the size, scale and
complexity of its operations. This ensures that all transactions are authorized,
recorded and reported correctly, and assets are safeguarded and protected against
loss from unauthorized use or disposition. The Company has adequate internal
controls for its business processes across departments to ensure efficient operations,
compliance with internal policies, applicable laws and regulations, protection of
resources and assets and appropriate reporting of financial transactions.

The Company has Internal Audit function which is empowered to examine the
adequacy and compliance with policies, plans and statutory requirements.

It comprises of experienced professionals who conduct regular audits across the
Company''s operations. The Company has also appointed a firm of Chartered
Accountants as Internal Auditors, who reviews the various functions of the Company
thoroughly and report to the Audit Committee.

18. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading
pursuant to new SEBI (Prohibition & Insider Trading) Regulation 2015 in place of SEBI
(Prohibition & Insider Trading) Regulation 1992 with a view to regulate trading in
securities by the Directors and designated employees of the Company. The Code
requires pre-clearance for dealing in the Company''s shares and prohibits the
purchase or sale of Company shares by the Directors and the designated employees
while in possession of unpublished price sensitive information in relation to the
Company and during the period when the ''Trading Window'' is closed. The Board is
responsible for implementation of the Code. All Directors and the designated
employees have confirmed compliance with the Code.

19. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

Disclosure under Section 22 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 the company has setup the Internal
complaints committee and the said committee has framed the policy "Prevention of
Sexual Harassment" on prevention, prohibition and Redressal of complaints related
to sexual harassment of women at the workplace. All women employees whether
permanent, temporary or contractual are covered under the above policy.

Disclosure of complaints during the year:

(a) Number complaints of sexual harassment received in the year: Nil

(b) Number of complaints disposed off during the year: Nil

However, during the year no complaints were received by the Internal Complaints
committee for sexual harassment from any of the women employees of the
company.

20. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT
1961:

The Company declares that it has duly complied with the provisions of the Maternity
Benefit Act, 1961. All eligible women employees have been extended the statutory
benefits prescribed under the Act, including paid maternity leave, continuity of salary
and service during the leave period, and post-maternity support such as nursing
breaks and flexible return-to-work options, as applicable. The Company remains
committed to fostering an inclusive and supportive work environment that upholds
the rights and welfare of its women employees in accordance with applicable laws.

21. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, your
Directors, to the best of their knowledge and belief and according to information and
explanation obtained by them, confirm that:

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

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

(c) The Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act 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; and

(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.

22. DISCLOSURE ABOUT DISQUALIFICATION:

None of the Directors of the Company are disqualified under Section 164 (2) of The
Companies Act, 2013.

23. COST RECORDS

The company under sub-section (1) of section 148 of the Companies Act, 2013, is
engaged in the production of the goods or providing services, as specified in
"Regulated Sector" of the Act having an overall turnover from all its products and
services of rupees thirty five crore or more during the immediately preceding financial
year, includes cost records for such products or services in their books of accounts as
required to maintain cost accounts and records.

24. DECLARATION UNDER INSOLVENCY AND BANKRUPTCY CODE

No application made nor any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year under review.

25. DECLARATION REGARDING SETTLEMENT WITH BANKS/FINANCIAL INSTITUTIONS

The company has not made any settlement with banks or financial institutions in the
year under review; therefore no valuation was made.

26. CORPORATE GOVERNANCE REPORT

The Company has ethical governance practices many of which are implemented by the
Company.

The Company is committed to transparency in all its dealings and places high emphasis
on business ethics. A report on corporate governance as per the provisions of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this
annual report as "Annexure-V"

ACKNOWLEDGEMENT:

The Board of Directors are grateful for the co-operation and support from the Bankers,
clients and other business partners. The Board takes this opportunity to express their
sincere appreciation for the excellent patronage, total commitment, dedicated efforts
of the executives and employees of the Company at all levels.

Your Directors would like to express their gratitude to the Members and are deeply
grateful to them for reposing their confidence and faith in the Company.

The Directors wish to place on record their sincere appreciation of the valuable services
rendered by the employees to the Company.

APPRECIATION

The Directors wish to convey their appreciation to all of the Company''s employees for
their enormous personal efforts as well as their collective contribution to the
Company''s performance. The Directors would also like to thank the shareholders,
customers, dealers, suppliers, bankers, Government and all the other business
associates for the continuous support given by them to the Company and their
confidence in its management.

By the Order of the Board of Directors
JFL LIFE SCIENCES LIMITED

SD/- SD/-

SMIRAL ASHWINKUMAR PATEL TEJAL SMIRAL PATEL

Date: 01-09-2025 Managing Director Whole Time Director

Place: Ahmedabad DIN: 00769486 DIN: 07391559

Mar 31, 2025

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance of the company for the financial year ended on March 31, 2025
is given below:

(Amount in Lakhs.)

Particulars	31 March, 2025	31^st March, 2024
Revenue from Operations	8204.23	4654.79
Other Income	1.01	51.36
Total Revenue	8205.24	4706.14
Less: Total Expenses	7591.70	4326.89
Profit Before Tax	613.54	379.25
Less Current Income Tax	152.78	(79.52)
Less Previous year adjustment of Income Tax	-	-
Less Deferred Tax	44.90	(30.31)
Net Profit after Tax	415.50	330.79
Earning per share (Basic)	1.26	1.00
Earnings per Share(Diluted)	1.26	1.00

The Key highlights pertaining to the business of the Company for the Year 2024-25 have
been given hereunder:

The Company has turnover of 8204.23 (in lakhs) and the company has book Net Profit of
Rs. 415.50 (in lakhs) for the year under review.

The Earnings per Share of the financial year under review is 1.26.

2. DIVIDEND

The Board of the Company not recommended any dividend due future growth and
expansion for the financial year 2024-25.

3. TRANSFER TO IEPF

The Company is not required to transfer any amount to IEPF Account.

4. TRANSFER TO RESERVES

Whole of the Net Profit earned has been transferred to the reserves for the year under
review.

5. SHARE CAPITAL
Authorized Capital:

The Authorized Share capital of the Company as on March 31, 2025 is Rs. 50,00,00,000
Issued, Subscribed and Paid-up Capital:

The Issued, Subscribed and Paid-up Capital of the Company is Rs. 32,99,53,230.

The Company has issued 2,19,96,882 bonus shares during this financial year.

Further the company has received the In-principle approval on May 06, 2025 and Listing
approval on June 09, 2025.

6. DETAILS OF HOLDING/SUBSIDIARY/ASSOCIATE COMPANIES/ JOINT VENTURES

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

Statement Containing Salient Features of Financial Statements of Associate Company:

Details of New Subsidiary/ Joint Ventures/Associate Companies:

There are no new Subsidiary/Joint Ventures/Associate Companies of the Company during
the year under review.

Details of the Company who ceased to be its Subsidiary/ Joint Ventures/ Associate
Companies:

Sr no.

Name of
Company

Subsidiary / Joint
Venture /

Associate Company

Date of cessation of
Subsidiary /

Joint Venture /
Associate Company

7. BOARD OF DIRECTORS, MEETINGS AND ITS COMMITTEES
â¢ APPOINTMENTS ON BOARD

Ms. Khyati Bhavya Shah was appointed as Non-Executive Independent Director
(Additional) w.e.f 11.08.2025

â¢ NUMBER OF BOARD MEETINGS

During the year under review i.e. Financial Year 2024-25, 08 (Eight) Board meetings
were held.

8^th April, 2024, 27^th May, 2024, 2^nd August, 2024, 31^St August, 2024, 4^th October,2024 ,
14^th November, 2024, 10^th January, 2025 and 27^Th March, 2025.

â¢ ATTENDANCE OF DIRECTORS AT BOARD MEETING AND ANNUAL GENERAL MEETING
(AGM):

Name of the Director	Nature of Directorship	Number of Board Meeting attended during the year	Whether attended last AGM
SMIRAL ASHWINKUMAR PATEL	Managing Director	8	Yes
TEJAL SMIRAL PATEL	Executive Director	8	Yes
MANISHKUMAR JASVANTLAL PATEL	Non-Executive Director	8	Yes
SONU LALITKUMAR JAIN	Non-Executive- Independent Director	8	Yes
BHAVNA BASANTBHAI SHAH	Non-Executive- Independent Director	8	Yes

â¢ DIRECTOR RETIRED BY ROTATION:

Mr. MANISHKUMAR JASVANTLAL PATEL (DIN: 09499355), who retire by rotation and
being eligible, offers himself for re-appointment as Director in this AGM.

â¢ MEETING OF INDEPENDENT DIRECTORS:

â¢ CHANGE IN KEY-MANAGERIAL PERSONNEL:

NAME	DESIGNATION	CHANGE	W.E.F.
Hiral Mahavirsinh Chudasama	Compliance Officer	APPOINTMENT	28.03.2025
Malvika Jagani	Compliance Officer	RESIGNATION	24.01.2025

â¢ DECLARA TION BY INDEPENDENT DIRECTORS:

â¢ FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS:

â¢ STATEMENT OF BOARD ON INDEPENDENT DIRECTOR:

â¢ COMMITTEES OF THE BOARD

Accordingly, the Committees formed by the Board are as follows:

1. Audit Committee

Pursuant to Section 177 of the Companies Act, the Board has formed an Audit
Committee. The details of which is disclosed herewith.

During the year, the Audit Committee Constituted of the following persons:

No.

Name of Member

Designation

Designation in
Committee

No. of

Meeting

Attended

Mr. Manishkumar
Patel

Non-executive

Director

Member

Mrs Bhavna Shah

Independent

Director

Chairperson

3	Ms. Sonu Jain	Independent	Member	5
		Director

The Audit Committee is constituted and has met Five times during the Financial Year
2024-25 on 27^th May, 2024, 2^nd August, 2024, 31^st August, 2024, 14^Th November,
2024 and 10^th January, 2025.

2. Nomination and Remuneration Committee:

During the year, the Nomination & Remuneration Committee constituted of the
following persons:

SRN	Name of Member	Designation	Designation in Committee	No. of Meeting Attended
1	Mr. Manishkumar Patel	Non-executive Director	Member	1
2	Mrs Bhavna Shah	Independent Director	Chairperson	1
3	Ms. Sonu Jain	Independent Director	Member	1

The Nomination Remuneration Committee is constituted and has met once during
the Financial Year 2024-25 i.e. on 27^th March, 2025.

3. Stakeholders Relationship Committee

No complaints were received by the Company from the shareholders / investors
during the Financial Year 2024-25 and no investor complaints were outstanding as on
31st March 2025.

During the year, the Stakeholder Relationship Committee constituted of the following
persons:

SRN	Name of Member	Designation	Designation in Committee	No. of Meeting Attended
1	Mr. Manishkumar Patel	Non-executive Director	Member	5
2	Mrs Bhavna Shah	Independent Director	Chairperson	5
3	Ms. Sonu Jain	Independent Director	Member	5

8. RISK MANAGEMENT POLICY

9. THE VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The policy is available on the following web-link of the Company:
https://www.jfllifesciences.com/

10. CORPORATE SOCIAL RESPONSIBILITY

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

(A) Conservation of energy-
the steps taken or impact on conservation of energy;	NIL
the steps taken by the company for utilising alternate sources of energy	NIL
the capital investment on energy conservation equipment''s	NIL
(B) Technology absorption-
the efforts made towards technology absorption;	NIL
the benefits derived like product improvement, cost reduction, product development or import substitution;	NIL
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, anc the reasons thereof; and (iv) The expenditure incurred on Research and Development.	NA
(C) Foreign exchange earnings and Outgo-
The Foreign Exchange earned in terms of actual inflows during the year	NA
The Foreign Exchange outgo during the year in terms of actual outflows.	NA

12. OTHER STATUTORY DISCLOSURES

Disclosure of Remuneration paid to Director and Key Managerial Personnel and
Employees:

Remuneration to Employees

None of the employee has received remuneration exceeding the limit as stated in
rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

Particulars of contracts or arrangements with related parties:

The details are disclosed in Form AOC-2 which is annexed as "Annexure-II", which
forms part of this Report.

Particulars of Loan, Guarantee and Investments under Section 186 of the Act:

Deposits

The Company has not accepted any deposits from the public within the meaning of
Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.

Board Diversity

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013:

During the financial year 2024-25, the Company has not received any compliant on
sexual harassment. The policy is available on the website of the Company.

Material changes and commitments affecting the financial position of the
Company:

During the period under review from April 01, 2023 to March 31, 2025, there were
no material changes and commitments undertaken by the Company which affected
the financial position of the Company.

Significant and material orders passed by the regulators or Courts or Tribunals
impacting the going concern status and Company''s Operations in Future:

As per the information available with the Board of Directors, there were no such
orders passed against the Company.

Change in the Nature of Business

There is no change in Business during the year.

Change in Name

There is no change in name of the company.

Internal Financial Control Systems and their adequacy

We believe that these systems provide reasonable assurance that our internal
financial controls are designed effectively and are operating as intended.

Disclosure Under Section 43(A) (II) Of The Companies Act, 2013:

Disclosure Under Section 54(1)(D) Of The Companies Act, 2013

Disclosure Under Section 62(1)(B) Of The Companies Act, 2013

Disclosure under Section 67(3) Of The Companies Act, 2013

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loans or made any investments or provided any
guarantees and securities for the year under review under section 185 and 186 of the
Companies Act, 2013.

14. MANAGEMENT DISCUSSION AND ANALYSIS:

15. SECRETARIAL STANDARDS OF ICSI

16. AUDITORS
Statutory Auditors:

Details in Respect of frauds reported by the Auditors under Section 143(12) of
Companies Act, 2013:

There are no frauds reported by the Auditor which are required to be disclosed under
Section 143(12) of Companies Act, 2013.

Secretarial Auditor:

17. INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS:

The Company has Internal Audit function which is empowered to examine the
adequacy and compliance with policies, plans and statutory requirements.

18. PREVENTION OF INSIDER TRADING

19. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

Disclosure under Section 22 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:

Disclosure of complaints during the year:

(a) Number complaints of sexual harassment received in the year: Nil

(b) Number of complaints disposed off during the year: Nil

However, during the year no complaints were received by the Internal Complaints
committee for sexual harassment from any of the women employees of the
company.

20. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT
1961:

21. DIRECTORS'' RESPONSIBILITY STATEMENT

(d) The Directors had prepared the annual accounts on a going concern basis; and

(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.

22. DISCLOSURE ABOUT DISQUALIFICATION:

None of the Directors of the Company are disqualified under Section 164 (2) of The
Companies Act, 2013.

23. COST RECORDS

24. DECLARATION UNDER INSOLVENCY AND BANKRUPTCY CODE

No application made nor any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year under review.

25. DECLARATION REGARDING SETTLEMENT WITH BANKS/FINANCIAL INSTITUTIONS

The company has not made any settlement with banks or financial institutions in the
year under review; therefore no valuation was made.

26. CORPORATE GOVERNANCE REPORT

The Company has ethical governance practices many of which are implemented by the
Company.

ACKNOWLEDGEMENT:

Your Directors would like to express their gratitude to the Members and are deeply
grateful to them for reposing their confidence and faith in the Company.

The Directors wish to place on record their sincere appreciation of the valuable services
rendered by the employees to the Company.

APPRECIATION

By the Order of the Board of Directors
JFL LIFE SCIENCES LIMITED

SD/- SD/-

SMIRAL ASHWINKUMAR PATEL TEJAL SMIRAL PATEL

Date: 01-09-2025 Managing Director Whole Time Director

Place: Ahmedabad DIN: 00769486 DIN: 07391559

Mar 31, 2024

Your Directors are pleased to present Fourteenth Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the financial year ended on March 31, 2024 and other accompanying reports, notes and certificates.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance of the company for the financial year ended on March 31, 2024 is given below:

(Amount in I akhs.)

Particulars	31 March, 2024	31^st March, 2023
Revenue from Operations	4654.79	4282.84
Other Income	52.37	164.19
Total Revenue	4707.16	4447.03
Less: Total Expenses	(4327.17)	(4075.08)
Profit Before Tax	379.99	371.94
Less Current Income Tax	(79.52)	(90.69)
Less Previous year adjustment of Income Tax	-	-
Less Deferred Tax	(30.31)	(0.29)
Net Profit after Tax	330.79	280.96
Earning per share (Basic)	3.01	2.57
Earnings per Share(Diluted)	3.01	2.57

The Key highlights pertaining to the business of the Company for the Year 2023-24 have been given hereunder:

The Company has turnover of 4654.79 (in lakhs) and the company has book Net Profit of Rs. 330.79 (in lakhs) for the year under review.

The Earnings per Share of the financial year under review is 3.01.

Furthermore, your Director assured that the Company will achieve its strategic objectives of sustainable and profitable growth by improving the product excellence, exploring markets and delivering customer delight in the year to come.

2. DIVIDEND

The Board of the Company recommended dividend @2.5% (Rs. 0.25/- per equity share) on the paid-up equity share capital of the Company for the financial year 2023-24.

3. TRANSFER TO IEPF

The Company is not required to transfer any amount to IEPF Account.

4. TRANSFER TO RESERVES

Whole of the Net Profit earned has been transferred to the reserves for the year under review.

5. SHARE CAPITAL Authorized Capital:

The Authorized Share capital of the Company as on March 31, 2024 is Rs. 11,50,00,000 Issued, Subscribed and Paid-up Capital:

The Issued, Subscribed and Paid-up Capital of the Company is Rs. 10,99,84,000.

There is no change in share capital of the company during this financial year.

6. DETAILS OF HOLDING/SUBSIDIARY/ASSOCIATE COMPANIES/ JOINT VENTURES

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

Statement Containing Salient Features of Financial Statements of Associate Company:

Your Company is not having any Associate Company and hence the statement containing the saliq639ent feature of the financial statement of a company''s associate Company under the first proviso to subsection (3) of section 129 in the prescribed Form AOC-1 does not form part of Directors'' Report.

Details of New Subsidiary/ Joint Ventures/Associate Companies:

There are no new Subsidiary/Joint Ventures/Associate Companies of the Company during the year under review.

Details of the Company who ceased to be its Subsidiary/ Joint Ventures/ Associate Companies:

Sr no.

Name of Company

Subsidiary / Joint Venture /

Associate Company

Date of cessation of Subsidiary /

Joint Venture / Associate Company

7. BOARD OF DIRECTORS, MEETINGS AND ITS COMMITTEES â¢ APPOINTMENTS ON BOARD

a. Mr.Bhaumik Sanjaykumar Shah, CFO of the Company resigned on 01.06.2023 and Ms. Tejal Smiral Patel appointed as CFO of the Company on 01.06.2023.

â¢ NUMBER OF BOARD MEETINGS

During the year under review i.e. Financial Year 2023-24, 06 (Six) Board meetings were held.

28^th April, 2023, 27^th May, 2023, 18^th August, 2023, 01^st September, 2023, 08^thNovember, 2023, and 01^st March, 2024.

â¢ ATTENDANCE OF DIRECTORS AT BOARD MEETING AND ANNUAL GENERAL MEETING (AGM):

Name of the Director	Nature of Directorship	Number of Board Meeting attended during the year	Whether attended last AGM
SMIRAL ASHWINKUMAR PATEL	Managing Director	6	Yes
TEJAL SMIRAL PATEL	Executive Director	6	Yes
MANISHKUMAR JASVANTLAL PATEL	Non-Executive Director	6	Yes
SONU LALITKUMAR JAIN	Non Executive-Independent Director	6	Yes
BHAVNA BASANTBHAI SHAH	Non Executive-Independent Director	6	Yes

â¢ DIRECTOR RETIRED BY ROTATION:

Mr. MANISHKUMAR JASVANTLAL PATEL (DIN: 09499355), who retire by rotation and being eligible, offers himself for re-appointment as Director in this AGM.

â¢ MEETING OF INDEPENDENT DIRECTORS:

Pursuant Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Separate meeting of the Independent Directors of the Company was held on March 25, 2024 at registered office of the Company.

â¢ CHANGE IN KEY-MANAGERIAL PERSONNEL:

NAME

DESIGNATION

CHANGE

W.E.F.

TEJAL SMIRAL PATEL

Chief Financial Officer

APPOINTMENT

01.06.2023

BHAUMIK

SANJAYKUMAR SHAH

Chief Financial Officer

RESIGNATION

01.06.2023

â¢ DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing obligations and Disclosures Requirements), Regulations 2015. In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made there under and Listing Regulations.

â¢ FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year, the Board carried out an Annual Evaluation of its own performance and the performance of individual Directors, as well as evaluation of the Committees of the Board under the provisions of Section 134 (3)(p) of the Act, relevant Rules, as prescribed. They were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

â¢ STA TEMENT OF BOARD ON INDEPENDENT DIRECTOR:

All the Independent directors appointed during the year under review are of utmost integrity, expertise and experience and has passed the proficiency test conducted by the Indian Institute of Corporate Affairs.

â¢ COMMITTEES OF THE BOARD

The provisions of the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulation, 2015 have prescribed and mandated Forming of Committees of the Board for efficient working and effective delegation of work and to ensure transparency in the practices of the Company.

Accordingly, the Committees formed by the Board are as follows:

1. Audit Committee

Pursuant to Section 177 of the Companies Act, the Board has formed an Audit Committee. The details of which is disclosed herewith.

The Audit Committee of your Company was formed with the purpose of ensuring Transparency, Efficiency & Accountability in the transactions of the Company. Further to recommend Appointment & Remuneration of the Statutory Auditors of the Company, examining the Financial Statements, approving Related Party transactions, carrying out valuation of various Undertakings/Assets of the Company etc.

During the year, the Audit Committee Constituted of the following persons:

Sr No.	Name of Member	Designation	Designation in Committee	No. of Meeting Attended
1	Mr. Manishkumar Patel	Non-executive Director	Member	4
2	Mrs Bhavna Shah	Independent Director	Chairperson	4
3	Ms. Sonu Jain	Independent Director	Member	4

The Audit Committee is constituted and has met four times during the Financial Year 2023-24 on 27^th May, 2023, 18^th August, 2023, 08^th November, 2023 and 01^st March, 2024.

2. Nomination and Remuneration Committee:

The Company pursuant to Section 178(1) of the Companies Act, 2013 has formed the Nomination and Remuneration Committee. The details of which is disclosed herewith. The policy is available on the following web-link of the Company: https://www.jfllifesciences.com/

The Committee is, inter-alia has been formed to identify persons who are qualified to become Directors of the Company and who may be appointed in the Senior Management along with the evaluation of Directors performance, formulating criteria for determining positive attributes and independence of a Director and recommending policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees and granting of Employee Stock Options to eligible employees.

During the year, the Nomination & Remuneration Committee constituted of the following persons:

SRN	Name of Member	Designation	Designation in Committee	No. of Meeting Attended
1	Mr. Manishkumar Patel	Non-executive Director	Member	1
2	Mrs Bhavna Shah	Independent Director	Chairperson	1
3	Ms. Sonu Jain	Independent Director	Member	1

The Nomination Remuneration Committee is constituted and has met once during the Financial Year 2023-24 i.e. on 27^th May, 2023.

3. Stakeholders Relationship Committee

The Board has in accordance with the provisions of Section 178(5) of the Companies Act, 2013 constituted Stakeholder Relationship Committee. The details of which is

disclosed herewith. The Stakeholders Relationship Committee has been formed to resolve the grievances of various stakeholders of the Company. Its scope of work includes overseeing the performance of the RTA and take note of the complaints received, issuing of duplicate share certificates in case of loss/ theft or torn certificate, redressal of issues related to non-receipt of dividend/Annual report, etc. The Committee, inter alia, started overseeing and reviewing all matters connected with the shares and looks into shareholders complaints.

No complaints were received by the Company from the shareholders / investors during the Financial Year 2023-24 and no investor complaints were outstanding as on 31st March 2024.

During the year, the Stakeholder Relationship Committee constituted of the following persons:

SRN	Name of Member	Designation	Designation in Committee	No. of Meeting Attended
1	Mr. Manishkumar Patel	Non-executive Director	Member	4
2	Mrs Bhavna Shah	Independent Director	Chairperson	4
3	Ms. Sonu Jain	Independent Director	Member	4

The Stakeholder Relationship Committee is constituted and has met four times during the Financial Year 2023-24 on 27^th May, 2023, 18^th August, 2023, 08^thNovember, 2023 and 01^st March, 2024.

8. RISK MANAGEMENT POLICY

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

9. THE VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Company''s code of conduct. The said Mechanism is established for directors and employees to

report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns.

The policy is available on the following web-link of the Company: https://www.jfllifesciences.com/

10. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility under section 135(1) of Companies Act, 2013 is not applicable, as the company does not have Networth of Rs. 500 crores or Turnover of Rs. 1000 crores or Net Profit of Rs. 5 crores during the period which is under review and hence the company is not required to comply with the provision of section 134(3)(o) of the Companies Act, 2013. Further the company has not constituted Corporate Social Responsibility Committee.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption is Nil.

(A) Conservation of energy-
the steps taken or impact on conservation of energy;	NIL
the steps taken by the company for utilising alternate sources of energy	NIL
the capital investment on energy conservation equipments	NIL
(B) Technology absorption-
the efforts made towards technology absorption;	NIL
the benefits derived like product improvement, cost reduction, product development or import substitution;	NIL
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, anc the reasons thereof; and (iv) the expenditure incurred on Research and Development.	NA
(C) Foreign exchange earnings and Outgo-
The Foreign Exchange earned in terms of actual inflows during the year	NA
The Foreign Exchange outgo during the year in terms of actual outflows.	NA

12. OTHER STATUTORY DISCLOSURES

Disclosure of Remuneration paid to Director and Key Managerial Personnel and Employees:

The details with regard to payment of remuneration to Director and Key Managerial Personnel pursuant to Section 197(12) of Companies Act, 2013 is provided in separate annexure to the Report as "Annexure-I", which forms part of this Report.

Remuneration to Employees

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Particulars of contracts or arrangements with related parties:

All Transactions/Contracts/Arrangements entered into by the Company with Related Party (ies) as provided under the provisions of Section 2 (76) of the Companies Act, 2013, during the Financial Year under review were in ordinary course of business and on an Arm''s Length Basis.

Further, none of these Contracts / Arrangements / Transactions with Related Parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard.

The details are disclosed in Form AOC-2 which is annexed as "Annexure-II", which forms part of this Report.

Particulars of Loan, Guarantee and Investments under Section 186 of the Act:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any amendment thereto or re-enactment thereof for the time being in force), Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of Financial Statements provided in this Annual Report.

Deposits

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at 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 made there under for prevention and Redressal of complaints of sexual harassment at workplace.

The objective of this policy is to lay clear guidelines and provide right direction in case of any reported incidence of sexual harassment across the Company''s offices and take appropriate decision in resolving such issues.

During the financial year 2023-24, the Company has not received any compliant on sexual harassment. The policy is available on the following web-link of the Company:

Material changes and commitments affecting the financial position of the Company:

During the period under review from April 01, 2023 to March 31, 2024, there were no material changes and commitments undertaken by the Company which affected the financial position of the Company.

Significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and Company''s Operations in Future:

As per the information available with the Board of Directors, there were no such orders passed against the Company.

Change in the Nature of Business

There is no change in Business during the year.

Change in Name

There is no change in name of the company.

Internal Financial Control Systems and their adequacy

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

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self- assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits.

We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

Disclosure Under Section 43(A)(II) Of The Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43 (a) (ii) of the Act read with Rule 4 (4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure Under Section 54(1)(D) Of The Companies Act, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54 (1) (d) of the Act read with Rule 8 (13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure Under Section 62(1)(B) Of The Companies Act, 2013

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62 (1) (b) of the Act read with Rule 12 (9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure under Section 67(3) Of The Companies Act, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67 (3) of the Act read with Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

13. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company as required pursuant to Part B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and marked as "Annexure - III" and forms part of this Report.

14. SECRETARIAL STANDARDS OF ICSI

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

15. AUDITORS Statutory Auditors:

The Auditor''s report given by M/s. Doshi Doshi & Co, Chartered Accountants (FRN: 153683W), on the Financial Statements of your Company, for the year ended March 31, 2024, forms part of the Annual Report.

There is no qualification, reservation or adverse remark or any disclaimer in their Report. In accordance with the Section 40 of the Companies (Amendment) Act, 2017 (corresponding to Section 139 of the Act), the requirement of ratification of the appointment of the Statutory Auditor in every Annual General Meeting of the Company during the tenure of appointment has been dispensed with. Hence, the matter has been placed as an agenda item in the AGM Notice for the approval of the shareholders.

Details in Respect of frauds reported by the Auditors under Section 143(12) of Companies Act, 2013:

There are no frauds reported by the Auditor which are required to be disclosed under Section 143(12) of Companies Act, 2013.

Secretarial Auditor:

The Company has appointed CS Prachi Prajapati, Practicing Company Secretary, as a Secretarial Auditor of the Company, according to the provision of Section 204 of the Companies Act, 2013 read with Companies Rules for the purpose of conducting Secretarial Audit of Company for the financial year 2023-24. The Report of the Secretarial Audit is annexed herewith as "Annexure IV".

16. INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS:

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. The Company has adequate internal controls for its business processes across departments to ensure efficient operations, compliance with internal policies, applicable laws and regulations, protection of resources and assets and appropriate reporting of financial transactions.

The Company has Internal Audit function which is empowered to examine the adequacy and compliance with policies, plans and statutory requirements.

It comprises of experienced professionals who conduct regular audits across the Company''s operations. The Company has also appointed a firm of Chartered Accountants as Internal Auditors, who reviews the various functions of the Company thoroughly and report to the Audit Committee.

17. PREVENTION OF INSIDER TRADING

while in possession of unpublished price sensitive information in relation to the Company and during the period when the ''Trading Window'' is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.

18. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to information and explanation obtained by them, confirm that:

(a) In the preparation of the annual accounts for the year ended on 31st March 2021, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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; and

(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.

19. DISCLOSURE ABOUT DISQUALIFICATION:

None of the Directors of the Company are disqualified under Section 164 (2) of The Companies Act, 2013.

20. COST RECORDS

The company under sub-section (1) of section 148 of the Companies Act, 2013, is engaged in the production of the goods or providing services, as specified in "Regulated Sector" of the Act having an overall turnover from all its products and services of rupees thirty five crore or more during the immediately preceding financial year, maintains cost records for such products or services in their books of accounts as required under the said section.

21. DECLARATION UNDER INSOLVENCY AND BANKRUPTCY CODE

No application made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

22. DECLARATION REGARDING SETTLEMENT WITH BANKS/FINANCIAL INSTITUTIONS

The company has not made any settlement with banks or financial institutions in the year under review; therefore no valuation was made.

ACKNOWLEDGEMENT:

The Board of Directors are grateful for the co-operation and support from the Bankers, clients and other business partners. The Board takes this opportunity to express their sincere appreciation for the excellent patronage, total commitment, dedicated efforts of the executives and employees of the Company at all levels.

Your Directors would like to express their gratitude to the Members and are deeply grateful to them for reposing their confidence and faith in the Company.

The Directors wish to place on record their sincere appreciation of the valuable services rendered by the employees to the Company.

APPRECIATION

The Directors wish to convey their appreciation to all of the Company''s employees for their enormous personal efforts as well as their collective contribution to the Company''s performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

By the Order of the Board of Directors JFL LIFE SCIENCES LIMITED

Sd/- Sd/-

SMIRAL ASHWINKUMAR PATEL TEJAL SMIRAL PATEL

Date: 31.08.2024 Managing Director Whole Time Director

Place: Ahmedabad DIN: 00769486 DIN: 07391559

Mar 31, 2023

Your Directors are pleased to present THIRTEENTH (13) Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the financial year ended on March 31, 2023.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance of the company for the financial year ended on March 31, 2023 is given below:

Particulars	2022-23	2021-2022
Revenue from Operations	4283	3359
Other Income	164	89
Total Revenue	4447	3448
Less Depreciation	43	37
Profit Before Tax	372	380
Less Current Income Tax	91	98
Less Previous year adjustment of Income Tax	0	(3)
Less Deferred Tax	0	4
Net Profit after Tax	281	281
Earning per share (Basic)	2.90	4.12
Earnings per Share(Diluted)	2.90	4.12

2. STATE OF THE COMPANY''S AFFAIRS

The Key highlights pertaining to the business of the Company for the Year 2022-23 have been given hereunder:

The Company has turnover of 4283 (in lakhs) and the company has book Net Profit of Rs. 281 (in lakhs) for the year under review.

The Earnings per Share of the financial year under review is 2.90 whereas of the last financial year is 4.12.

Furthermore, your Director assured that the Company will achieve its strategic objectives of sustainable and profitable growth by improving the product excellence, exploring markets and delivering customer delight in the year to come.

3. NATURE OF BUSINESS

The Company is engaged in the Pharmaceuticals.

4. CHANGE IN NAME/NATURE OF COMPANY''S BUSINESS

There is no change in the name of the company.

5. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for Financial Year 2022-23 prepared in accordance with Section 92(1) of the Act has been placed on the website and is available at www.jfllifesciences.com.

6. BOARD OF DIRECTORS AND THE NUMBER OF BOARD MEETINGS

â¢ APPOINTMENTS ON BOARD

The company has not appointed any director on board in the year under review.

â¢ NUMBER OF BOARD MEETINGS

During the year under review i.e. Financial Year 2022-23, 07 (Seven) Board meetings were held.

02-04-2022	05-09-2022
31-05-2022	12-11-2022
29-07-2022	20-02-2023
11-08-2022

â¢ ATTENDANCE OF DIRECTORS AT BOARD MEETING AND ANNUAL GENERAL MEETING (AGM):

Name of the Director	Nature of Directorship	Number of Board Meeting attended during the year	Whether attended last AGM
TEJAL SMIRAL PATEL	Whole time director	7	Yes
MANISHKUMAR JASVANTLAL PATEL	Non-executive director	7	Yes
SONU LALITKUMAR JAIN	Independent director	7	Yes
BHAVNA BASANTBHAI SHAH	Independent director	7	Yes
SMIRAL ASHWINKUMAR PATEL	Managing director	7	Yes

â¢ DIRECTOR RETIRED BY ROTATION:

Mr. Manishkumar Jasvantal Patel l (DIN: - 09499355), who retire by rotation and being eligible, offers himself for re-appointment as Director in this AGM.

â¢ MEETING OF INDEPENDENT DIRECTORS:

Pursuant Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Separate meeting of the Independent Directors of the Company was held on March 25, 2023 at registered office of the Company.

â¢ CHANGE IN KEY-MANAGERIAL PERSONNEL:

NAME	DESIGNATION	CHANGE	W.E.F.
TEJAL SMIRAL PATEL	Chief Financial Officer	APPOINTMENT	01-06-2023
MALVIKA JAGANI	Company secretary	APPOINTMENT	12-11-2022
PRATIMA SINGH	Company secretary	RESIGNATION	04-11-2022
BHAUMIK SANJAYKUMAR SHAH	Chief Financial Officer	RESIGNATION	01-06-2023

â¢ DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing obligations and Disclosures Requirements), Regulations 2015. In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made there under and Listing Regulations.

â¢ FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year, the Board carried out an Annual Evaluation of its own performance and the performance of individual Directors, as well as evaluation of the Committees of the Board under the provisions of Section 134 (3)(p) of the Act, relevant Rules, as prescribed. They were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

â¢ STATEMENT OF BOARD ON INDEPENDENT DIRECTOR

All the Independent directors appointed during the year under review are of utmost integrity, expertise and experience and has passed the proficiency test conducted by the Indian Institute of Corporate Affairs.

7. SHARE CAPITAL

The company has increased its authorized share capital to Rs. 11,50,00,000 w.e.f. June 20, 2022 from Rs. 11,00,00,000.

Further the Company has come up with SME IPO and allotted 29,78,000 equity shares on 05-09-2022, resulting into 10998441 paid up Equity shares of Rs. 10/- each as on year end from 8020441 paid up Equity shares of Rs. 10/- each.

8. DISCLOSURE RELATED RESTRICTION ON PURCHASE BY COMPANY BY OR GIVING OF LOANS FOR PURCHASE OF ITS SHARES:

During the year under review, the Company has not provided any loan or financial assistance to any person for purchase or subscription of shares in the Company u/s 67. Hence, no disclosure was required to be provided.

9. EQUITY SHARES WITH DIFFERENTIAL RIGHTS AS TO SWEAT EQUITY & ESOS:

No Equity shares with Differential rights, sweat equities or share under employee stock option scheme were issued during the year.

10. DIVIDEND

Your Directors do not recommend payment of any dividend for the financial year under review.

11. RESERVES

Whole of the Net Profit earned has been transferred to the reserves for the year under review.

12. DETAILS OF HOLDING/SUBSIDIARY/ASSOCIATE COMPANIES/ JOINT VENTURES

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

13. DEPOSITS

The Company has neither invited/ accepted nor renewed any deposits within the meaning of Chapter V other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

14. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status or on the Company''s operation in future.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption is Nil.

(A) Conservation of energy-
the steps taken or impact on conservation of energy;	NIL
the steps taken by the company for utilising alternate sources of energy	NIL
the capital investment on energy conservation equipments	NIL
(B) Technology absorption-
the efforts made towards technology absorption;	NIL
the benefits derived like product improvement, cost reduction, product development or import substitution;	NIL
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and (iv) the expenditure incurred on Research and Development.	NA
(C) Foreign exchange earnings and Outgo-
The Foreign Exchange earned in terms of actual inflows during the year	Na
The Foreign Exchange outgo during the year in terms of actual outflows.	Na

16. DISCLOSURE RELATED TO EMPLOYEES

The details relating to the provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the Financial Year 2022-23 are given in "Annexure-A".

17. STATUTORY AUDITORS

M/s. DOSHI DOSHI & CO., Chartered Accountants (FRN: 153683W) are Statutory Auditors of the Company for five consecutive financial years.

18. SECRETARIAL AUDIT REPORT

The Board has appointed CS Prachi Prajapati, Practicing Company Secretary, Ahmedabad as a Secretarial Auditor of the Company in the meeting of the Board of Directors of the Company. held on November 12, 2022.

SECRETARIAL AUDIT REPORT:

The Report given by Auditor u/s 204 of the Companies Act, 2013 is annex with the Annual Report as "Annexure-B"

19. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS/SECRETARIAL AUDITORS:

There are no Qualification/reservations by the Statutory Auditor''s in their report for the financial year 2022-23.

However there are certain remarks which were there in the Secretarial Audit Report given by CS Prachi Prajapati, Practicing Company Secretary for which the Company clarifies that it does not affect the financial position of the Company negatively and further Management clarifies that non filing or filing of Form late in time is only a procedural mistake.

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the year under consideration, there were no such instances.

21. DETAILS OF INTERNAL FINANCIAL CONTROL:

The Company''s internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

22. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2023 the Board hereby submit its Responsibility Statement:-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, wherever applicable;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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; and

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

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

23. MATERIAL CHANGES AND COMMITMENTS IF ANY

No material changes and commitments affecting the financial position of the Company occurred during the year under review.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loans or made any investments or provided any guarantees and securities for the year under review under section 185 and 186 of the Companies Act, 2013.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The details of transactions entered with the related pares are given in form AOC-2 in terms of the provision of section 188(1) including certain arm''s length transactions and annexed herewith as "Annexure C".

26. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT REMUNERATION, DETERMINING QUALIFICATIONS ETC.

Disclosures requirement on Company policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(1) and section 178(3) of Companies Act, 2013 is not applicable to the Company.

27. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year, the Board carried out an Annual Evaluation of its own performance and the performance of individual Directors, as well as evaluation of the Committees of the Board under the provisions of Section 134 (3)(p) of the Act, relevant Rules, as prescribed. They were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

28. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility under section 135(1) of Companies Act, 2013 is not applicable, as the company does not have Networth of Rs. 500 crores or Turnover of Rs. 1000 crores or Net Profit of Rs. 5 crores during the period which is under review and hence the company is not required to comply with the provision of section 134(3)(o) of the Companies Act, 2013. Further the company has not constituted Corporate Social Responsibility Committee.

29. AUDIT COMMITTEE

The details of Audit Committee in terms of Section 177(2) of the Companies Act, 2013 of the Company are as under:

SRN	Name of Member	Designation	Designation in Committee	No. of Meeting Attended
1	Mr. Manishkumar Patel	Non-executive Director	Member	4
2	Mrs Bhavna Shah	Independent Director	Chairperson	4
3	Ms. Sonu Jain	Independent Director	Member	4

30. VIGIL MECHANISM

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. The Company has established a robust Vigil Mechanism in accordance with provisions of the Section 177 of the Companies Act, 2013. The Company has formulated a Whistle Blower Policy, as prescribed under Section 177(8) & Section 177(10) of the Companies Act, 2013 which is available at the website of the Company on www.jfllifesciences.com.

31. NOMINATION AND REMUNERATION POLICY

The details of Nomination and Remuneration Committee in terms of Section 178 (4) of the Companies Act, 2013 of the Company are as under:

SRN	Name of Member	Designation	Designation in Committee	No. of Meeting Attended
1	Mr. Manishkumar Patel	Non-executive Director	Member	1
2	Mrs Bhavna Shah	Independent Director	Chairperson	1
3	Ms. Sonu Jain	Independent Director	Member	1

Nomination and remuneration policy is placed on the website i.e. www.jfllifesciences.com, of the company.

32. RISK MANAGEMENT POLICY

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

33. DISCLOSURE OF COMMISSION:

According to section 197(14) of the Companies Act, 2013, no Director received a commission from the Company and none of the Managing Director/Whole-time Director of the holding Company was disqualified from receipt of any remuneration or commission form any Company.

34. DISCLOSURE ABOUT DISQUALIFICATION:

None of the Directors of the Company are disqualified under Section 164 (2) of The Companies Act, 2013.

35. COST RECORDS

The company under sub-section (1) of section 148 of the Companies Act, 2013, is not required to maintain cost accounts and records.

36. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company does not have any women employees and therefore there arise no need of adopting 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, 201 3 and the Rules made thereunder.

However the Directors assured that once any women appointed on the Board of the Company or otherwise, the needful will be done.

a statement that the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

37. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report forms an integral part of the Report, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), and provides details of the overall industry structure, developments, performance and state of affairs of the Company''s various businesses. The same is presented in "Annexure-D" herewith.

38. DECLARATION UNDER INSOLVENCY AND BANKRUPTCY CODE

No application made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

39. DECLARATION REGARDING SETTLEMENT WITH BANKS/FINANCIAL INSTITUTIONS

The company has not made any settlement with banks or financial institutions in the year under review; therefore no valuation was made.

40. COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Company has complied with all the provisions of Secretarial Standards on Board Meetings and General Meetings issued by The Institute of Company Secretaries of India.

41. APPRECIATION

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from all those who have extended their valuable sustained support and encouragement during the year under review.

Your Directors look forward for the continued support and confidence of every stakeholder in the future.

By the Order of the Board of Directors JFL LIFE SCIENCES LIMITED

Date: 01-09-2023

Place: Ahmedabad SD/- SD/-

SMIRAL ASHWINKUMAR PATEL TEJAL SMIRAL PATEL

Managing Director Whole Time Director

DIN:00769486 DIN:07391559

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Directors Report of JFL Life Sciences Ltd.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

(Amount in Lakhs.)

2. DIVIDEND

3. TRANSFER TO IEPF

4. TRANSFER TO RESERVES

5. SHARE CAPITALAuthorized Capital:

6. DETAILS OF HOLDING/SUBSIDIARY/ASSOCIATE COMPANIES/ JOINT VENTURES

Statement Containing Salient Features of Financial Statements of Associate Company:

Details of New Subsidiary/ Joint Ventures/Associate Companies:

Details of the Company who ceased to be its Subsidiary/ Joint Ventures/ AssociateCompanies:

7. BOARD OF DIRECTORS, MEETINGS AND ITS COMMITTEESâ¢ APPOINTMENTS ON BOARD

1. Audit Committee

2. Nomination and Remuneration Committee:

3. Stakeholders Relationship Committee

8. RISK MANAGEMENT POLICY

9. THE VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

10. CORPORATE SOCIAL RESPONSIBILITY

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGEEARNINGS AND OUTGO

12. OTHER STATUTORY DISCLOSURES

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

14. MANAGEMENT DISCUSSION AND ANALYSIS:

15. SECRETARIAL STANDARDS OF ICSI

17. INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS:

18. PREVENTION OF INSIDER TRADING

19. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013:

20. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT1961:

21. DIRECTORS'' RESPONSIBILITY STATEMENT

22. DISCLOSURE ABOUT DISQUALIFICATION:

23. COST RECORDS

24. DECLARATION UNDER INSOLVENCY AND BANKRUPTCY CODE

25. DECLARATION REGARDING SETTLEMENT WITH BANKS/FINANCIAL INSTITUTIONS

26. CORPORATE GOVERNANCE REPORT

ACKNOWLEDGEMENT:

APPRECIATION

By the Order of the Board of DirectorsJFL LIFE SCIENCES LIMITED

SD/- SD/-

SMIRAL ASHWINKUMAR PATEL TEJAL SMIRAL PATEL

1. FINANCIAL SUMMARY AND HIGHLIGHTS

(Amount in Lakhs.)

2. DIVIDEND

3. TRANSFER TO IEPF

4. TRANSFER TO RESERVES

5. SHARE CAPITALAuthorized Capital:

6. DETAILS OF HOLDING/SUBSIDIARY/ASSOCIATE COMPANIES/ JOINT VENTURES

Statement Containing Salient Features of Financial Statements of Associate Company:

Details of New Subsidiary/ Joint Ventures/Associate Companies:

Details of the Company who ceased to be its Subsidiary/ Joint Ventures/ AssociateCompanies:

7. BOARD OF DIRECTORS, MEETINGS AND ITS COMMITTEESâ¢ APPOINTMENTS ON BOARD

1. Audit Committee

2. Nomination and Remuneration Committee:

3. Stakeholders Relationship Committee

8. RISK MANAGEMENT POLICY

9. THE VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

10. CORPORATE SOCIAL RESPONSIBILITY

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGEEARNINGS AND OUTGO

12. OTHER STATUTORY DISCLOSURES

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

14. MANAGEMENT DISCUSSION AND ANALYSIS:

15. SECRETARIAL STANDARDS OF ICSI

17. INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS:

18. PREVENTION OF INSIDER TRADING

19. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013:

20. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT1961:

21. DIRECTORS'' RESPONSIBILITY STATEMENT

22. DISCLOSURE ABOUT DISQUALIFICATION:

23. COST RECORDS

24. DECLARATION UNDER INSOLVENCY AND BANKRUPTCY CODE

25. DECLARATION REGARDING SETTLEMENT WITH BANKS/FINANCIAL INSTITUTIONS

26. CORPORATE GOVERNANCE REPORT

ACKNOWLEDGEMENT:

APPRECIATION

By the Order of the Board of DirectorsJFL LIFE SCIENCES LIMITED

SD/- SD/-

SMIRAL ASHWINKUMAR PATEL TEJAL SMIRAL PATEL

2. DIVIDEND

3. TRANSFER TO IEPF

4. TRANSFER TO RESERVES

5. SHARE CAPITAL Authorized Capital:

6. DETAILS OF HOLDING/SUBSIDIARY/ASSOCIATE COMPANIES/ JOINT VENTURES

5. SHARE CAPITAL
Authorized Capital:

Details of the Company who ceased to be its Subsidiary/ Joint Ventures/ Associate
Companies:

7. BOARD OF DIRECTORS, MEETINGS AND ITS COMMITTEES
â¢ APPOINTMENTS ON BOARD

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

19. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

20. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT
1961:

By the Order of the Board of Directors
JFL LIFE SCIENCES LIMITED

5. SHARE CAPITAL
Authorized Capital:

Details of the Company who ceased to be its Subsidiary/ Joint Ventures/ Associate
Companies:

7. BOARD OF DIRECTORS, MEETINGS AND ITS COMMITTEES
â¢ APPOINTMENTS ON BOARD

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

19. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

20. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT
1961:

By the Order of the Board of Directors
JFL LIFE SCIENCES LIMITED

7. BOARD OF DIRECTORS, MEETINGS AND ITS COMMITTEES â¢ APPOINTMENTS ON BOARD

â¢ APPOINTMENTS ON BOARD

â¢ NUMBER OF BOARD MEETINGS

â¢ ATTENDANCE OF DIRECTORS AT BOARD MEETING AND ANNUAL GENERAL MEETING (AGM):

â¢ DIRECTOR RETIRED BY ROTATION:

â¢ MEETING OF INDEPENDENT DIRECTORS:

â¢ DECLARATION BY INDEPENDENT DIRECTORS:

â¢ FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

â¢ STATEMENT OF BOARD ON INDEPENDENT DIRECTOR