Directors Report of Vikas Lifecare Ltd.

Mar 31, 2025

The Board of Directors hereby submits the report of the business and operations of your Company, along with the audited
financial statements, for the financial year ended March 31,2025.

FINANCIAL RESULTS AND OPERATIONS

The financial performance for the year ended March 31,2025 is summarized below:

(Amount in Lacs)

Particulars	STANDALONE		CONSOLIDATED
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Net Sales / Income from Business Operations	46357.62	41672.23	48002.24	44574.53
Other Income	2632.65	2616.65	2596.27	2615.70
Total Income	48990.27	44288.88	50598.52	47190.23
Cost of material consumed	559.34	971.73	1709.66	1535.45
Purchase of Stock in trade	44641.66	38516.37	44861.43	39705.95
Employee Benefit Expense	223.46	190.96	441.67	583.17
Changes in Inventories	(89.09)	574.77	(72.00)	685.08
Financial Costs	390.70	237.57	457.11	286.57
Other Expenses	2966.96	1155.64	3222.16	1632.55
Profit before Depreciation	297.23	2641.85	(21.53)	2761.46
Less: Depreciation	(652.47)	(317.02)	(673.55)	(364.60)
Less: Exceptional items	0.00	0.00	(591.87)	588.95
Net Profit Before Tax	(355.24)	2324.83	(1286.95)	1708.31
Less: Current Tax	378.11	236.85	378.11	249.47
Less: Previous year adjustment of Income Tax	-	-	19.16	0.00
Less Deferred Tax	(507.69)	155.56	(592.66)	113.44
Profit for the Period	(225.66)	1932.42	(1091.56)	1345.40

During the year under review, the Company’s consolidated revenue from operations increased from Rs. 47190.23 Lacs to Rs.
50598.52 Lacs and the Loss of the Company for the period under review were Rs. 1091.56 Lacs as compared to Profit of the
company Rs. 1345.40 Lacs in the previous year.

Further, on standalone basis, the Company has achieved the turnover of Rs. 48990.27 Lacs as compared to Rs. 44288.88 Lacs
in the previous year and the loss of the Company during the year were Rs. 225.66 as compared to profit of Rs. 1932.42 in the
previous year.

BUSINESS OVERVIEW & OUTLOOK

Vikas Lifecare Ltd. is an ISO 9001:2015 certified company, historically engaged in the business of trading and manufacturing
of Polymer and Rubber compounds and Specialty Additives for Plastics, Synthetic & Natural Rubbers. The company has been
conventionally engaged in various business segments including Polymer & Rubber Commodity (bulk consumption) Compounds
and Master-Batches. Manufacturing Up-Cycled Compounds from industrial and post-consumer waste and scrap materials like
EVA, PVC, PP, PE etc., directly contributing to the Environment Protection initiatives from the Government of India and fulfilling
the mandated EPR obligations for the conglomerates using hundreds of thousands of tonnes of plastic products and packaging
materials.

The company has been primarily engaged in various business segments i.e. Polymer & Rubber Commodity (bulk consumption)
Compounds and Master- Batches (Manufacturing upcycled compounds from industrial and post-consumer waste materials
like EVA. PVC, PP. PE etc.). Contributing to the Environment Protection initiatives by The Government of India and fulfilling the
mandated EPR obligations for the conglomerates using hundreds of thousands of tonnes of plastic products and packaging
materials.

VLL has built capabilities to produce specifically engineered (ready-to-use / designed / modified) materials for plastic processors,
for a wide spectrum of plastic products and application.

As a long-term business strategy, the company has most recently diversified it’s business interests beyond raw materials (B2B
businesses) and forayed into the B2C segment with a host of consumer products for FMCG, Agro, and Infrastructure Segments;
paving way for an aggressive business growth with adding intricately planned and selected product portfolios via acquisitions,
joint ventures and tie-ups. Your Company intends establishing / acquiring businesses in these segments thereby expanding its
footprint in the country and beyond.

Vikas Lifecare Limited’s subsidiary Genesis Gas Solutions Pvt. Ltd. is engaged in the business of Smart Gas Meters being supplied
to all the major Gas Distribution Companies for domestic and commercial consumers. Genesis pioneers in Smart Gas and Water
Metering and commands about 20% of the Domestic Gas Metering business share in India. Vikas Lifecare’s subsidiary Genesis
Gas Solutions enters into Joint Venture Agreement with Indraprastha Gas Limited (IGL) and incorporated Joint Venture Company
''IGL Genesis Technologies Limited’ (CIN: U26513DL2023PLC415626) on June 15, 2023.

Company’s various business segments, their prospective and future outlook has been discussed in details, separately in
''Management Discussion and Analysis Report’ which is annexed herewith and form part of the Directors Report.

LISTING OF EQUITY SHARES

Equity shares of the Company were listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on May
8, 2019.

CAPITAL STRUCTURE
Authorized Share Capital

The Authorized Share Capital of the Company as on March 31, 2025 was Rs. 235,00,00,000 divided into235,00,00,000 Equity
Shares of Re.1 each.

Paid-up Share Capital

As on March 31, 2025, the Issued and Paid-up Share Capital of the Company stood at Rs. 185,76,68,560/- divided into
185,76,68,560 fully paid-up equity shares of face value of Re. 1/- per share.

a) Conversion pursuant to Preferential Allotment of warrants:

The members of the company accorded their assent for the issuance of up to 24,25,00,000 fully Convertible Warrants,
carrying a right exercisable to subscribe to one Equity Share, to persons belonging to ''Promoter & Promoter Group’ and
''Non-Promoter, Public Category’ on preferential basis at an issue price of Rs. 4/- (including a premium of Rs. 3/- each)
per Warrant in the 28th Annual General Meeting held on September 30, 2023. Thereafter, Company made allotment of
24,25,00,000 Fully Convertible Warrants as on March 02, 2024.

Further, during the financial year, following conversions took place:

Conversion date/ Board Meeting date	No. of warrants into Equity	Increased paid-up capital (Amount in Rs.)
March 20, 2024	3,50,00,000	165,01,68,560
April 5, 2024	5,20,00,000	170,21,68,560
April 18, 2024	5,61,00,000	175,82,68,560
May 17, 2024	2,91,00,000	178,73,68,560
June 1,2024	2,30,00,000	181,03,68,560
June 11, 2024	1,28,00,000	182,31,68,560
June 19, 2024	3,45,00,000	185,76,68,560

Listing and trading approvals for the same has already been obtained from the stock exchanges. Consequent to
conversion of warrants/allotment of Equity Shares, the issued and paid-up capital of the Company stands increased to Rs.
165,01,68,560/-consisting of 165,01,68,560 equity shares of Re. 1 /- each.

b) Issue of equity shares with differential rights

The Company has not issued any equity shares with differential rights so no disclosure is required as per Rule (4) of the
Companies (Share Capital and Debentures) Rules 2014.

c) Issue of sweat equity shares

The Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(13) of the Companies (Share
Capital and Debentures) Rules 2014.

d) Issue of employee stock options

The Company has not issued employee stock options, so no disclosure is required as per Rule12 (9) of the Companies
(Share Capital and Debentures) Rules 2014.

e) Provision of money by company for purchase of its own share by employees or by trustee for the benefit of employees

The Company has not made any provision for purchase of its own share of employees or by thetrustee for the benefit of
employees so no disclosure is required as per Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.

CHANGE IN NAME OF THE COMPANY

During the period under review, there was no change in the name of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'')
Management Discussion and Analysis report (MD&A Report) providing a detailed overview of your Company’s performance,
industry trends, business and risks involved is provided separately and is forming part of the Annual Report.

SUBSIDIARY COMPANIES, JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has a two Subsidiary company named Genesis Gas Solutions Private Limited and Shashi Beriwal Private Limited.

Department of Economic and Tourism, Dubai UAE (the DET), Government of Dubai, has approved incorporation of wholly owned
subsidiary of the Company in the name of VIKASH LIFE CARE INVESTMENT MANAGEMENT L.L.C and issued a Certificate of
Incorporation for the same. The company shall carry out business in the field of Investment in Commercial Enterprises and
Management.

All other necessary disclosures as stipulated by the statutes are made separately. Further, the company does not have any Joint
Venture.

DIVIDEND

To conserve the resources for the expansion of business in the long run, your Directors have not recommended any dividend for
the Financial Year 2024-25 and have decided to retain the profits.

CORPORATE GOVERNANCE AND ETHICS

The Company believes in adhering to the best corporate governance practices and its philosophy emphasizes on fair and
transparent governance and disclosure practices which helps your Company to follow the path of its vision and mission. It strongly
believes in developing best corporate governance policies and procedures based on principals of fair and transparent disclosures,
equity, accountability and responsibility.

A detailed report on Corporate Governance, in terms of Regulation 34 of the Listing Regulations is forming part of the Annual
Report. A certificate confirming compliance with requirements of Corporate Governance as enumerated under the extant
provisions of Listing Regulations issued by M/s. Avinash K & Co., Company Secretaries is also annexed to the said report.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Vigil Mechanism/ Whistle Blower Policy has been put in place for the Directors and Employees to report their genuine concerns
about the unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct. The mechanism provides
for adequate safeguards against the victimization of directors and employees who avail of the mechanism. The Whistleblower
Policy is available on the website of the Company.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors provides the blue print to the success of any organization, it plans and implements various strategies to
grow not only in numbers but in value and cater to its stakeholders.

The Board met 14 (Fourteen) times during the year, details pertaining to Board and Committee Meetings held during the year are
detailed in Corporate Governance Report.

During the year, there were following changes in your board of directors:

Appointments

a) Appointment of Mr. Parag Dadeech (DIN: 08103407) as an Additional Director (Category: Whole Time Director) of the
Company w.e.f. November 30, 2024 which was subsequently approved by members on January 19, 2025.

b) Appointment of Mr. Samanta Yadav (DIN: 10690525) as an Additional Director (Category: Non- Executive Independent
Director) of the Company w.e.f. July 01, 2024 which was subsequently approved by members on September 30, 2024.

Cessations

a) Cessation of Mr. Vijay Kumar Sharma (DIN: 08721833) from the office of Whole Time Director with effect from November
30, 2024.

b) Mr. Suresh Narayanan Menon (DIN: 02943982) stepped down from the position of Independent Director w.e.f. July 01,
2024.

Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act and in terms of Articles of Association of the Company, Mr. Sundeep
Kumar Dhawan, Managing Director of the Company, retires by rotation at the ensuing AGM and being eligible, offers himself for
re-appointment. The Brief profile of Director being re-appointed is given in the Notice convening the ensuing Annual General
Meeting of the Company.

KEY MANAGERIAL PERSONNEL

The Board of your Company consisted of the following Key Managerial Personnel (KMP''S) as on the year ended March 31,
2025:

a) Managing Director : Mr. Sundeep Kumar Dhawan

b) Chief Financial Officer : Mr. Chandan Kumar

c) Company Secretary : Mr. Sanjay Kumar Jaiswal

d) Whole Time Director : Mr. Parag Dadeech

DECLARATION OF INDEPENDENCE

The Independent Directors have confirmed that they meet the criteria of Independence as stipulated under Section 149(6) of the
Companies Act, 2013 read with the Regulation 16 (1) (c) of the Listing Regulations and they are not aware of any circumstances
or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence as an Independent Director of the Company.

The Board confirms to the declaration of the Independent Directors and there being no doubts as to veracity of the same, places
the same on record.

BOARD COMMITTEES

In compliance with the requirements of Companies Act, 2013 and Listing Regulations your Board had constituted various Board
Committees including Audit Committee, Nomination & Remuneration Committee, and Stakeholders Relationship Committee.
Details ofthe constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the
website of the Company.

Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of
Committee Members is provided under Corporate Governance Report forming part of the Annual Report.

AUDITORS AND AUDITORS'' REPORT
Statutory Auditors

M/s KSMC & Associates, Chartered Accountants (FRN: 003565N), were appointed as Statutory Auditors of the Company at the
27^th Annual General Meeting held on September 29, 2022 for a period of 5 years and they will remain in office until conclusion of
32^nd AGM to be held in the financial year 2026-27.

The statutory auditors’ report for the financial year 2024-25 do not contain any qualifications, reservations or adverse remarks
other than those that are self-explanatory. The observations made in the Auditors’ Report are self-explanatory and, therefore, do
not require any further comments from the Board of Directors. The Statutory Auditors have also not reported any incident of fraud
to the Committee during the year under review. Audit Remarks made in the Report are self- explanatory and do not call for any
further comments from your directors.

Secretarial Auditor

M/s. Avinash K & Co., Company Secretaries were appointed as the Secretarial Auditor of your Company carry out the Secretarial
Audit for the financial year under review. The Secretarial Audit Report issued by the Secretarial Auditors in Form No. MR-3 is
annexed with this Report.

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has obtained the Secretarial Audit Report for the financial year ended on March 31, 2025
from M/s. Avinash K & Co., Company Secretaries
Secretarial Audit Report

The Secretarial Audit Report for the financial year ended March 31,2025 in the format prescribed (Form MR-3) as provided by M/s
Avinash K & Co. Company Secretary in Practice has been annexed to the Report.

Cost Auditor

In accordance with the Section 148 of the Companies Act, 2013 and applicable rules made thereunder, companies which are
engaged in the production of such goods or providing such services and have exceeded the net worth or a turnover of such
amount as may be prescribed is required to maintain cost records and to appoint Cost Auditor to conduct audit of cost records
maintained by the Company in a timely and proper manner.

Accordingly, the Board of Directors of the Company in their meeting held May 29, 2024 appointed M/s. Niraj Kumar Vishwakarma
& Associates (Registration No: 003450) as the Cost Auditors of the Company to conduct audit of cost records maintained by the
Company for the financial year 2024-25.

Internal Auditor

The Company has appointed M/s G Mansi & Associates, Chartered Accountants (FRN: 035927N), Practicing Chartered Accountants
as an Internal Auditor of the Company for the F.Y. 2024-25 as per the requirements of the section 138 of the Companies Act, 2013
read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act.

SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General
Meetings (SS-2) whenever it is applicable. Your Company will comply with the other Secretarial Standards issued by the Institute

of Company Secretaries of India (ICSI) as and when they are made mandatory.

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34 (2)(f) of the SEBI (LODR) Regulations, 2015, top One thousand (1000) listed entities based on market
capitalization shall contain the Business Responsibility Report in their Annual Report. As the Company does not fall under top
1000 listed Companies based on market capitalization, therefore, this regulation is not applicable to the Company.
REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

Disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is also annexed to this Report.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of your
Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In terms of Section 186 of the Companies Act, 2013, particulars of inter-corporate loans, guarantees and investments are provided
in the notes to Financial Statements.

RECLASSIFICATION FROM PROMOTER/PROMOTER GROUP CATEGORY TO PUBLIC CATEGORY

The Company had received request letter dated March 19, 2024 from Mrs. Asha Garg, Vinod Kumar Garg & Sons HUF, Mr. Vinod
Kumar Garg, Mr. Ishwar Gupta, Jai Kumar Garg & Sons HUF, Mr. Vaibhav Garg and Mrs. Shashi Garg (collectively referred to
as ''Outgoing Promoters'') for reclassifying them from ''Promoters/Promoter Group’ to ''Public'' under regulation 31A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''). In line with Regulation 31A(8)(c)
read with Regulation 31A (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company
submitted an application to Stock Exchanges on June 6, 2024, for the said reclassification.

Company has intimated to Stock Exchanges on September 4, 2024, regarding withdrawal application from reclassification from
promoter to public category from Mr. Vaibhav Garg, Mrs. Shashi Garg, Mr. Vinod Kumar Garg and Vinod Kumar Garg & Sons HUF.

Further, application for reclassification is under process with the respective Stock Exchanges.

WITHDRAWAL OF OPEN OFFERS PURSUANT TO TERMINATION AGREEMENT

A Share Purchase Agreement was executed by our Company, along with the other Acquirers Mr. Vikas Garg and Advik Capital
Limited for the acquisition of 75,00,000 equity shares, representing 33.26% of the issued and paid-up share capital of Industrial
Investment Trust Limited (Target Company). Consequently, an Open Offer was made to the shareholders of the Target Company
in accordance with Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

On May 08, 2024, an application was submitted to the Reserve Bank of India (RBI) seeking prior approval for the acquisition of
shares under the Share Purchase Agreement and Open Offer, including control over the Target Company. However, the application
was returned by RBI due to lack of regulatory comfort on account of the existence of more than one NBFC in the resulting group.

Following the return of the application, the Acquirers approached RBI requesting an opportunity for a personal hearing and clarity
on submitting a fresh application for approval of change in control and shareholding in IITL. Despite repeated efforts, the request
was not acceded to. Accordingly, the Acquirers and Sellers mutually agreed to terminate the Share Purchase Agreement through
a Termination Agreement dated July 26, 2024. As a result, the Open Offer for the Target Company, i.e., Industrial Investment
Trust Limited, along with the Open Offer for IITL Projects Limited, stands withdrawn in terms of Regulation 23 of the SEBI (SAST)
Regulations, 2011.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188

All Related party transactions are entered on an arm''s length basis and are in compliance with the applicable provisions of the
Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions made by the
Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the
Company at large. Company''s policy on related party transactions can be accessed at its website www.vikaslifecarelimited.com.

The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub- section (1)
of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto are disclosed in
Form No. AOC-2 which is annexed to this Report.

POLICIES

Company has the following policies:

• Policy on Preservation of Documents and Archives Management as per Regulation 9 and 30(8) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

• Policy for Disclosure of events/ information and Determination of materiality as per Regulation 30(4)(ii) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

• Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

• Policy for determining material subsidiary as per SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

Above Policies along with the other policies which are applicable on the website of the Company.

ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 of your Company for the financial year under review is available at website of your Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of your Company occurring between the
end of the Financial Year and the date of this Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.UNDER SECTION 134(3)(m) OF THECOMPANIES ACT, 2013 AND
RULES MADE THEREIN

As per the provisions of Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2013, Details ofsteps taken by your
Company to conserve energy through its Sustainability initiatives, Research and Development and Technology Absorption have
been disclosed as part of the Annual Report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its
operations. The Statutory and the Internal Auditors routinely conduct system checks and give their report after evaluation of the
efficacy and adequacy of internal control systems including controls with respect to the financial statements, its compliance with
operating systems, accounting procedures and policies in the Company. Based on the report of Internal Audit, the departments
undertake corrective actionin their respective areas and thereby strengthen the controls.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors,
including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and
independence of judgment there by safeguarding the interest of the Company.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the
Chairman and the Non-Independent Directors was carried out by the Independent Directors. The board also carried out an annual
performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee.
The Directors expressed their satisfaction with the evaluation process.

RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the
existence of the company. During the year, your directors have an adequate risk management infrastructure in place capable of
addressing those risks. The company manages monitors and reports on the principal risks and uncertainties that can impact its
ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The
company’s management systems, organizational structures, processes, standards, code of conduct and behavior together form
a complete and effective Risk Management System (RMS).

PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors
and certain 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 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.

DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER-SE

None of the Directors are related to each other.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to members of the Board, Key Managerial Personnel,
Senior Management of the Company and all employees in the course of day-to-day business operations of the company. The
Code has been placed on the Company’s website www.vikaslifecarelimited.com. The Code lays down the standard procedure of
business conduct which is expected to be followed by the directors and the designated employees in their business dealings and
in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND-AS)

The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind-AS) specified under section
133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women
at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no compliant was received in
this regard.

No case was reported during the year under review; the details are as follows:

The number of sexual harassment complaints received during the year: Nil
The number of such complaints disposed of during the year: Nil
The number of cases pending for a period exceeding ninety days: Nil
STATEMENT ON MATERNITY BENEFIT COMPLIANCE

Pursuant to the requirements introduced under the Companies (Accounts) Second Amendment Rules, 2025, the Company hereby
confirms that it is in compliance with the applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time.
The Company ensures that all eligible women employees are provided with the statutory maternity benefits, including leave
entitlements, job protection, and other prescribed facilities, in accordance with the Act. Internal processes and policies have been
aligned to support maternity rights, promote workplace inclusivity, and ensure adherence to all legal obligations under the Act
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, there were no applications made or proceedings pending in the name of the Company under
Insolvency and Bankruptcy Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from the banks and financial institutions.
REGISTRAR AND SHARE TRANSFER AGENT

With effect from June 28, 2023 the Company has shifted its RTA from Alankit Assignments Limited to Big Share Services Private
Limited for better investor services. The Company has obtained NOC from NSDL & CDSL respectively dated June 28, 2023 the
same has been intimated under Regulation 30 of Listing Obligation Disclosure Requirement Regulation 2015.

HUMAN RESOURCES

The Management has a healthy relationship with the officers and the Employee.

PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration in excess of limits as prescribed under Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (C) read with Section 134(5) of the Act, the Directors, to the best of their knowledge and ability, hereby
confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed withproper explanation
relating to material departures;

(ii) they have selected such accounting policies in consultation with Statutory Auditors 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 March 31,2025 and of the profit and loss of the company for the Financial
Year;

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting frauds and other irregularities;

(iv) The annual accounts of the Company have been prepared on a going concern basis.

(v) 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.

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

Your Directors place on record their appreciation for the valuable support and cooperation of the Company’s Bankers, Government
Agencies, Customers, Suppliers, Shareholders, Employees and other statutory authorities, who have reposed their continued trust
and confidence in the Company.

For Vikas Lifecare Limited For Vikas Lifecare Limited

Sundeep Kumar Dhawan Chandan Kumar

Date: 02.09.2025 Managing Director Director

Place: New Delhi DIN: 09508137 DIN: 08139239

---

Mar 31, 2024

The Board of Directors hereby submits the report of the business and operations of your Company, along with the audited financial statements, for the financial year ended March 31, 2024.

FINANCIAL RESULTS AND OPERATIONS

The financial performance for the year ended March 31,2024 is summarized below:

(Amount in Lacs)

Particulars	STANDALONE		CONSOLIDATED
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Net Sales /Income from Business Operations	41672.23	46271.74	44574.53	47604.80
Other Income	2616.65	-2831.03	2615.70	(2786.08)
Total Income	44288.88	43440.71	47190.23	44818.73
Cost of material consumed	971.73	2693.38	1535.45	2862.70
Purchase of Stock in trade	38516.37	40672.77	39705.95	41393.75
Employee Benefit Expense	190.96	201.96	583.17	256.06
Changes in Inventories	574.77	929.85	685.08	916.37
Financial Costs	237.57	199.05	286.57	230.16
Other Expenses	1155.64	641.4	1632.55	999.60
Profit before Depreciation	2641.85	(1897.7)	2761.47	46658.65
Less: Depreciation	317.02	252.89	364.60	300.94
Less: Exceptional items	0.00	0.00	638.75	0.00
Net Profit Before Tax	2324.83	(2150.59)	1708.32	(2136.69)
Less Current Tax	236.85	347.49	249.47	366.42
Less Previous year adjustment of Income Tax	0.00	0.00	0.00	0.00
Less Deferred Tax	155.56	(961.94)	113.44	(952.14)
Profit for the Period	1932.42	(1536.14)	1345.42	(1550.98)

During the year under review, the Company s consolidated revenue from operations is Rs. 47604.80 Lacs compared to Rs. 44574.53 Lacs in the previous year and the Profit of the Company for the period under review were Rs. 1345.42 Lacs as compared to loss of the company Rs. (1550.98) Lacs in the previous year.

Further, on standalone basis, the Company has achieved the turnover of Rs. 41672.23 Lacs as compared to Rs. 46271.74 Lacs in the previous year and the Profit of the Company during the year were Rs. 1932.42 as compared to loss of Rs. 1536.14 in the previous year.

BUSINESS OVERVIEW & OUTLOOK

Vikas Lifecare Ltd. is an ISO 9001:2015 certified company, historically engaged in the business of trading and manufacturing of Polymer and Rubber compounds and Specialty Additives for Plastics, Synthetic & Natural Rubbers. The company has been conventionally engaged in various business segments including Polymer & Rubber Commodity (bulk consumption) Compounds and Master-Batches. Manufacturing Up-Cycled Compounds from industrial and post-consumer waste and scrap materials like EVA, PVC, PP, PE etc., directly contributing to the Environment Protection initiatives from the Government of India and fulfilling the mandated EPR obligations for the conglomerates using hundreds of thousands of tonnes of plastic products and packaging materials.

Your Company is also a Del-Credere agent of ONGC - The Oil and Natural Gas Corporation Ltd." Petro Additions Limited, a public sector undertaking producing a wide variety of base polymers and commodity plastic raw materials.

The company has been primarily engaged in various business segments i.e. Polymer & Rubber Commodity (bulk consumption) Compounds and Master- Batches (Manufacturing upcycled compounds from industrial and post-consumer waste materials like EVA. PVC, PP PE etc.). Contributing to the Environment Protection initiatives by The Government of India and fulfilling the mandated EPR obligations for the conglomerates using hundreds of thousands of tonnes of plastic products and packaging materials.

In addition, the Company has a division engaged in Agro Products Business, The Company is empanelled with NAFED -The "National Agricultural Co Operative Federation of India" and HOFED - The "Uttar Pradesh Horticultural Co Operative Marketing Federation".

Vikas Lifecare Limited intends establishing / acquiring businesses in these segments thereby expanding itc footprints in the country and beyond. They have also entered in to the business of Drinking water distribution systems via manufacturing food grade piping systems for drinking water and distribution of pharmaceuticals.

VLL has built capabilities to produce specifically engineered (ready-to-use / designed / modified) materials for plastic processors, for a wide spectrum of plastic products and application.

As a long-term business strategy, the company has most recently diversified it''s business interests beyond raw materials (B2B businesses) and forayed into the B2C segment with a host of consumer products for FMCG, Agro, and Infrastructure Segments; paving way for an aggressive business growth with adding intricately planned and selected product portfolios via acquisitions, joint ventures and tie-ups. Your Company intends establishing / acquiring businesses in these segments thereby expanding its footprint in the country and beyond.

Vikas Lifecare Limited''s subsidiary Genesis Gas Solutions Pvt. Ltd. is engaged in the business of Smart Gas Meters being supplied to all the major Gas Distribution Companies for domestic and commercial consumers. Genesis pioneers in Smart Gas and Water Metering and commands about 20% of the Domestic Gas Metering business share in India. Vikas Lifecare''s subsidiary Genesis Gas Solutions enters into Joint Venture Agreement with Indraprastha Gas Limited (IGL) and we are pleased to inform that proposed Joint Venture Company IGL Genesis Technologies Limited (CIN: U26513DL2023PLC415626) has been incorporated on June 15, 2023.

Company''s various business segments, their prospective and future outlook has been discussed in details, separately in ''Management Discussion and Analysis Report'' which is annexed herewith and form part of the Directors Report.

LISTING OF EQUITY SHARES

Equity shares of the Company were listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on May 8, 2019.

CAPITAL STRUCTURE Authorized Share Capital

The Authorized Share Capital of the Company as on March 31, 2024 was Rs. 200,00,00,000 divided into 200,00,00,000 Equity Shares of Re.1 each.

Paid-up Share Capital and Allotments

As on March 31, 2024, the Issued and Paid-up Share Capital of the Company stood at Rs. 165,01,68,560/- divided into 165,01,68,560 fully paid-up equity shares of face value of Re. 1/- per share.

a) The members of the company accorded their assent for the issuance of up to 24,25,00,000 fully Convertible Warrants, carrying a right exercisable to subscribe to one Equity Share, to persons belonging to ''Promoter & Promoter Group'' and ''Non-Promoter, Public Category'' on preferential basis at an issue price of Rs. 4/- per Warrant in the 28th Annual General Meeting held on September 30, 2023.

Thereafter, Company made allotment of 24,25,00,000 Fully Convertible Warrants as on March 02, 2024. And the Board of Directors in their meeting held on March 20, 2024 considered and approved the allotment of equity shares on conversion of 3,50,00,000 warrants into 3,50,00,000 equity shares at an issue price of Rs. 4/- each (including a premium of Rs. 3/- each), to "Promoter and Non-Promoters/Public Category", on preferential basis, upon receipt of balance amount aggregating to Rs. 10,50,00,000/- from the allottees pursuant to the exercise of their rights of conversion into equity shares in accordance with the provisions of SEBI (ICDR) Regulations, 2018. Further the Remaining 20,75,00,000 warrants would be converted into equity upon receipt of Funds.

Consequent to conversion of warrants/allotment of Equity Shares, the issued and paid-up capital of the Company stands increased to Rs. 165,01,68,560/-consisting of 165,01,68,560 equity shares of Re. 1/- each.

b) Qualified Institutions Placement (QIP)

Details of Qualified institutions placement of equity shares of face value of ? 1 under the provisions of Chapter VI of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI ICDR Regulations"), and Sections 42 and 62 of the Companies Act, 2013. The gist of Qualified institutions placement (OIP) are given below:

Particulars	Is1 Trench	2nd Trench
Date of Board Approval	May 23, 2023	May 23, 2023
Date of Members Approval	September 30, 2023	September 30, 2023
Date of Opening of Issue	January 01, 2024	January 29, 2024
Floor Price	? 5.02 per Equity Share	? 7.08 per Equity Share
Date of Closing of Issue	January 10, 2024	February 10,2024
Relevant date	January 01, 2024	January 29, 2024
Issue Price	issue price at ? 4.80 per Equity Share (including a premium of ? 3.80 per Equity Share)	issue price at ? 6.75 per Equity Share (including a premium of ? 5.75 per Equity Share)
No. of shares Issued	10,41,65,000 equity shares of face value of ? 1	7,40,70,000 equity shares of face value of ? 1

c) Issue of equity shares with differential rights

The Company has not issued any equity shares with differential rights so no disclosure is required as per Rule (4) of the Companies (Share Capital and Debentures) Rules 2014.

d) Issue of sweat equity shares

The Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.

e) Issue of employee stock options

The Company has not issued employee stock options, so no disclosure is required as per Rule12 (9) of the Companies (Share Capital and Debentures) Rules 2014.

f) Provision of money by company for purchase of its own share by employees or by trustee for the benefit of employees

The Company has not made any provision for purchase of its own share of employees or by the trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.

CHANGE IN NAME OF THE COMPANY

During the period under review, there was no change in the name of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') Management Discussion and Analysis report ("MD&A Report") providing a detailed overview of your Company''s performance, industry trends, business and risks involved is provided separately and is forming part of the Annual Report.

SUBSIDIARY COMPANIES, JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has a two Subsidiary company named "Genesis Gas Solutions Private Limited" and Shashi Beriwal Private Limited

The Company acquired 98% stake in MSR Apparels Private Limited on April 22, 2023.Subsequently, MSR Apparels Private Limited became subsidiary in the year 2023-24. Later on, the Company has sold its entire stake i.e. 98% of MSR Apparels Private Limited on March 20, 2024. Therefore MSR ceased to be Subsidiary of Company.

The Company along with Mr. Vikas Garg and Advik Capital Limited (hereinafter collectively referred to as ''Acquirers'') has entered into a Share Purchase Agreement on February 08, 2024, under which the Company intended to acquire 14,07,067 equity shares representing 6.24% of the issued and paid-up share capital of Industrial Investment Trust Limited. Pursuant to SPA, the Acquirers along with Advikca Finvest Limited (''PAC'') have triggered the requirement to make an open offer to the shareholders of the Target Company in terms of Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations, 2011.

Further, the application for approval was also filed with SEBI and RBI, where the approval from SEBI has been received dated on May 02, 2024 with some observation but subject to the approval of RBI. The application submitted to RBI for prior approval for acquisition of shares under SPA and Open Offer along with control over the Target Company was returned by RBI owing to "lack of regulatory comfort on account of the existence of more than one NBFC in the resulting group". Thereafter, after return of the application by RBI, the acquirers had approached the RBI for seeking opportunity to represent the matter in person and for seeking clarifications on filing of a new application for the approval of change in control and shareholding of Industrial Investment Trust Limited. Despite best efforts, the request was not acceded, thus, Acquirers and Sellers has terminated the SPA through the termination agreement entered on July 26, 2024 and consequently the open offer of the Target Company i.e., Industrial Investment Trust Limited along with the open offer of IITL Projects Limited shall stand withdrawn in terms of Regulation 23 of SEBI (SAST) Regulations, 2011.

Post Closure of Financial Year, Department of Economic and Tourism, Dubai UAE (the DET), Government of Dubai, has approved incorporation of wholly owned subsidiary of the Company in the name of "VIKASH LIFE CARE INVESTMENT MANAGEMENT L.L.C" and issued a Certificate of Incorporation for the same. The company shall carry out business in the field of Investment in Commercial Enterprises and Management.

All other necessary disclosures as stipulated by the statutes are made separately.

DIVIDEND

To conserve the resources for the expansion of business in the long run, your Directors have not recommended any dividend for the Financial Year 2023-24 and have decided to retain the profits.

CORPORATE GOVERNANCE AND ETHICS

The Company believes in adhering to the best corporate governance practices and its philosophy emphasizes on fair and transparent governance and disclosure practices which helps your Company to follow the path of its vision and mission. It strongly believes in developing best corporate governance policies and procedures based on principals of fair and transparent disclosures, equity, accountability and responsibility.

A detailed report on Corporate Governance, in terms of Regulation 34 of the Listing Regulations is forming part of the Annual Report. A certificate confirming compliance with requirements of Corporate Governance as enumerated under the extant provisions of Listing Regulations issued by Mr. Pankaj Kumar Gupta, Proprietor of Kumar G & Co., Company Secretaries is also annexed to the said report.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to provisions of Section135 of the Companies Act, 2013, every company having a Net Worth of Rupees Five Hundred Crore (Rs. 500 Crore) or more; or Turnover of Rupees One Thousand Crore (Rs. 1000 Crore) or more; or Net Profit is Rupees Five Crore (Rs. 5 Crore) or more during the immediately preceding financial year, is required to constitute a Corporate Social Responsibility Committee ("CSR Committee") of the Board.

The provision became applicable to your company during the immediately preceding financial year 2022-23 as the company has reached threshold limit. The Company was required to spent as CSR obligation Rs. 7,22,293.17 (Being 2% of the Average Net Profit of preceding three financial year) and consequently company has spent 7,42,000 during the Financial Year 2023-24 by making contributions in DonateKart Foundation and Bharat Lok Shiksha Parishad.

As the amount to be spent by the Company (CSR contribution) does not exceed 50 Lakhs therefore the company was not required to constitute Corporate Social Responsibility Committee. All the decision pertaining to expenditure of CSR Contribution has been considered and approved by Board of Directors of the Company.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors provides the blue print to the success of any organization, it plans and implements various strategies to grow not only in numbers but in value and cater to its stakeholders.

The Board met 10 (Ten) times during the year, details pertaining to Board and Committee Meetings held during the year are detailed in Corporate Governance Report.

During the year there were following changes in your board of directors:

Appointments:

i. Appointment of Mr. Suresh Narayanan Menon (DIN: 02943982) as Independent Director of the Company with effect from January 31, 2024.

ii. Appointment of Mr. Amit Jindal as Chief Executive Officer (CEO) of the Company with effect from January 31,2024. Cessations

i. Cessation of Mr. Balwant Kumar Bhushan (DIN: 09840934) from the office of Director with effect from April 25,

2023 from the Post of Executive Director.

ii. Cessation of Ms. Ruby Bansal (DIN: 09338232) from the post of Independent Director of the Company w.e.f January 19, 2024.

iii. Cessation of Mr. Vijay Kumar Sharma from the post of Chief Executive Officer of the Company. However, he shall continue to hold the position of Whole Time Director of the Company w.e.f January 31, 2024.

iv. Cessation of Mr. Amit Jindal from the post of Chief Executive Officer of the Company with effect from March 20,

2024

KEY MANAGERIAL PERSONNEL

The Board of your Company consisted of the following Key Managerial Personnel (KMP''S) as on the year ended March 31, 2024:

i. Chief Financial Officer : Mr. Chandan Kumar

ii. Company Secretary : Mrs. Parul Rai*

*Post closure of the Financial Year Mrs. Parul Rai resigned from the Post of Company Secretary & Compliance and Mr. Sanjay Kumar Jaiswall appointed as the Company Secretary & Compliance officer w.e.f. May 17, 2024. DECLARATION OF INDEPENDENCE

The Independent Directors have confirmed that they meet the criteria of Independence as stipulated under Section 149(6) of the Companies Act, 2013 read with the Regulation 16 (1) (c) of the Listing Regulations and they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence as an Independent Director of the Company.

The Board confirms to the declaration of the Independent Directors and there being no doubts as to veracity of the same, places the same on record.

BOARD COMMITTEES

In compliance with the requirements of Companies Act, 2013 and Listing Regulations your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, and Stakeholders Relationship

Committee. Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. www.vikaslifecarelimited.com.

Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members is provided under Corporate Governance Report forming part of the Annual Report. AUDITORS AND AUDITORS'' REPORT Statutory Auditors

M/s KSMC & Associates, Chartered Accountants (FRN: 003565N), were appointed as Statutory Auditors of the Company at the 27^th Annual General Meeting held on September 29, 2022 for a period of 5 years and they will remain in office until conclusion of 32^nd AGM to be held in the financial year 2026-27.

Further, there are no qualifications, reservations, or adverse remarks in the Report issued by M/s KSMC & Associates, Chartered Accountant, Statutory Auditors of the Company for the Financial year ended March 31, 2023. The Statutory Auditors have also not reported any incident of fraud to the Committee during the year under review. Audit Remarks made in the Report are self- explanatory and do not call for any further comments from your directors.

Secretarial Auditor

M/s. Kumar G & Co., Company Secretaries were appointed as the Secretarial Auditor of your Company to carry out the Secretarial Audit for the financial year under review. The Secretarial Audit Report issued by the Secretarial Auditors in Form No. MR-3 is annexed with this Report.

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained the Secretarial Audit Report for the financial year ended on 31st March, 2024 from M/s. Kumar G & Co., Company Secretaries Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st March, 2024 in the format prescribed (Form MR-3) as provided by & Co. the Company Secretary in Practice has been annexed to the Report. (Annexure-I)

Cost Audit

In accordance with the Section 148 of the Companies Act, 2013 and applicable rules made thereunder, companies which are engaged in the production of such goods or providing such services and have exceeded the net worth or a turnover of such amount as may be prescribed is required to maintain cost records and to appoint Cost Auditor to conduct audit of cost records maintained by the Company in a timely and proper manner.

Accordingly, the Board of Directors of the Company in their meeting held May 23, 2023 appointed M/s. Niraj Kumar Vishwakarma & Associates (Registration No: 003450) as the Cost Auditors of the Company to conduct audit of cost records maintained by the Company for the financial year 2023-24.

INTERNAL AUDITOR

The Company has appointed M/s G Mansi & Associates, Chartered Accountants ( FRN: 035927N), Practicing Chartered Accountants as an Internal Auditor of the Company for the F.Y. 2023-24 as per the requirements of the section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it is applicable. Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34 (2)(f) of the SEBI (LODR) Regulations, 2015, top One thousand (1000) listed entities based on market capitalization shall contain the Business Responsibility Report in their Annual Report. As the Company does not fall under top 1000 listed Companies based on market capitalization, therefore, this regulation is not applicable to the Company. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES Disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is also annexed to this Report. SIGNIFICANT AND MATERIAL ORDERS

Imposition of penalty via Adjudication Order No. Order/SS/RK/2023-24/28342-28349] dated July 27, 2023. Penalties of aggregate amount of Rs. 2,00,000 were imposed on Company under Section 15A(b) of the SEBI Act, 1992.

Penalties have been paid by the respective Noticees within due timelines and also been reported to Stock Exchanges PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In terms of Section 186 of the Companies Act, 2013, particulars of inter-corporate loans, guarantees and investments are provided in the notes to Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188

All Related party transactions are entered on an arm''s length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. Company''s policy on related party transactions can be accessed at its website www.vikaslifecarelimited.com.

The particulars of every contract and arrangement entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto are disclosed in Form No. AOC-2 which is annexed to this Report.

POLICIES

Company has the following policies:

• Policy on Preservation of Documents and Archives Management as per Regulation 9 and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy for Disclosure of events/ information and Determination of materiality as per Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy for determining material subsidiary as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Above Policies along with the other policies which are applicable on the website of the Company at www.vikaslifecarelimited. com

ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 of your Company for the financial year under review is available at website of your Company www.vikaslifecarelimited.com under the "Investor Zone" section.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of your Company occurring between the end of the Financial Year and the date of this Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 AND RULES MADE THEREIN

As per the provisions of Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2013, Details of steps taken by your Company to conserve energy through its Sustainability initiatives, Research and Development and Technology Absorption have been disclosed as part of the Annual Report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The Statutory and the Internal Auditors routinely conduct system checks and give their report after evaluation of the efficacy and adequacy of internal control systems including controls with respect to the financial statements, its compliance with operating systems, accounting procedures and policies in the Company. Based on the report of Internal Audit, the departments undertake corrective action in their respective areas and thereby strengthen the controls. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment there by safeguarding the interest of the Company.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The board also carried out an annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process.

RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the company. During the year, your directors have an adequate risk management infrastructure in place capable of addressing those risks. The company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The company''s management systems, organizational structures, processes, standards, code of conduct and behavior together form a complete and effective Risk Management System (RMS).

PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain 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 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.

DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER-SE

None of the Directors are related to each other.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to members of the Board, Key Managerial Personnel, Senior Management of the Company and all employees in the course of day-to-day business operations of the company. The Code has been placed on the Company''s website www.vikaslifecarelimited.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (INDAS)

The financial statements have been prepared in accordance with the Indian Accounting Standards (IndAS) specified under section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no compliant was received in this regard.

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

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

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from the banks and financial institutions. REGISTRAR AND SHARE TRANSFER AGENT

With effect from June 28, 2023 the Company has shifted its RTA from Alankit Assignments Limited to Big Share Services Private Limited for better investor services. The Company has obtained NOC from NSDL & CDSL respectively dated June 28, 2023 the same has been intimated under Regulation 30 of Listing Obligation Disclosure Requirement Regulation 2015.

HUMAN RESOURCES

The Management has a healthy relationship with the officers and the Employee.

PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration in excess of limits as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (C) read with Section 134(5) of the Act, the Directors, to the best of their knowledge and ability, hereby confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed with proper explanation relating to material departures;

ii. they have selected such accounting policies in consultation with Statutory Auditors 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 March 31,2023 and of the profit and loss of the company for the Financial Year;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. The annual accounts of the Company have been prepared on a going concern basis.

v. 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.

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

Your Directors place on record their appreciation for the valuable support and cooperation of the Company''s Bankers, Government Agencies, Customers, Suppliers, Shareholders, Employees and other statutory authorities, who have reposed their continued trust and confidence in the Company.

For Vikas Lifecare Limited For Vikas Lifecare Limited

Sundeep Kumar Dhawan Vijay Kumar Sharma

Date: 06.09.2024 Managing Director Whole-Time Director

Place: New Delhi DIN: 09508137 DIN: 08721833

---

Mar 31, 2023

The Board of Directors hereby submits the report of the business and operations of your Company, along with the audited financial statements, for the financial year ended March 31, 2023.

financial results and operations

The financial performance for the year ended March 31,2023 is summarized below:

(Amount in Lacs)
Particulars	standalone		consolidated
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Net Sales /Income from Business Operations	46271.74	29497.80	47604.80	30092.18
Other Income	-2831.03	4358.39	(2786.08)	4366.89
Total Income	43440.71	33856.19	44818.73	34459.08
Cost of material consumed	2693.38	4835.51	2862.70	4835.51
Purchase of Stock in trade	40672.77	24111.26	41393.75	24538.67
Employee Benefit Expense	201.96	139.61	256.06	188.80
Changes in Inventories	929.85	(210.72)	916.37	(297.92)
Financial Costs	199.05	208.64	230.16	215.71
Other Expenses	641.4	860.57	999.60	921.58
Profit before Depreciation	(1897.7)	3911.32	46658.65	30402.35
Less: Depreciation	252.89	138.11	300.94	151.22
Less: Exceptional items	0.00	0.00	0.00	0.00
Net Profit Before Tax	(2150.59)	3773.21	(2136.69)	3908.55
Less Current Tax	347.49	230.42	366.42	230.42
Less Previous year adjustment of Income Tax	0.00	(132.73)	0.00	(132.73)
Less Deferred Tax	(961.94)	882.88	(952.14)	916.18
Profit for the Period	(1536.14)	2792.64	(1550.98)	2894.68

During the year under review, the Company''s consolidated revenue from operations increased from Rs. 30092.18 Lacs to Rs. 47604.80 Lacs and the Loss of the Company for the period under review were Rs. 1550.98 Lacs as compared to Profit of the company Rs. 2894.68 Lacs in the previous year.

Further, on standalone basis, the Company has achieved the turnover of Rs. 46271.74 Lacs as compared to Rs. 29497.80 Lacs in the previous year and the loss of the Company during the year were Rs. 1536.14 as compared to profit of Rs. 2792.64 in the previous year.

business overview & outlook

Vikas Lifecare Ltd. is an ISO 9001:2015 certified company, historically engaged in the business of trading and manufacturing of Polymer and Rubber compounds and Specialty Additives for Plastics, Synthetic & Natural Rubbers. The company has been conventionally engaged in various business segments including Polymer & Rubber Commodity (bulk consumption) Compounds and Master-Batches. Manufacturing Up-Cycled Compounds from industrial and post-consumer waste and scrap materials like EVA, PVC, PP, PE etc., directly contributing to the Environment Protection initiatives from the Government of India and fulfilling the mandated EPR obligations for the conglomerates using hundreds of thousands of tonnes of plastic products and packaging materials.

Your Company is also a Del-Credere agent of ONGC - The Oil and Natural Gas Corporation Ltd.” Petro Additions Limited, a public sector undertaking producing a wide variety of base polymers and commodity plastic raw materials.

In addition, the Company has a division engaged in Agro Products Business, The Company is empanelled with NAFED - The "National Agricultural Co Operative Federation of India” and HOFED - The "Uttar Pradesh Horticultural Co Operative Marketing Federation”.

As a long-term business strategy, the company has most recently diversified it''s business interests beyond raw materials (B2B businesses) and forayed into the B2C segment with a host of consumer products for FMCG, Agro, and Infrastructure Segments; paving way for an aggressive business growth with adding intricately planned and selected product portfolios via acquisitions, joint ventures and tie-ups. Your Company intends establishing / acquiring businesses in these segments thereby expanding its footprint in the country and beyond.

Vikas Lifecare Limited''s subsidiary Genesis Gas Solutions Pvt. Ltd. is engaged in the business of Smart Gas Meters being supplied to all the major Gas Distribution Companies for domestic and commercial consumers. Genesis pioneers in Smart Gas and Water Metering and commands about 20% of the Domestic Gas Metering business share in India.

"Vikas Lifecare''s subsidiary Genesis Gas Solutions enters into Joint Venture Agreement with Indraprastha Gas Limited (IGL) and we are pleased to inform that proposed Joint Venture Company IGL Genesis Technologies Limited (CIN: U26513DL2023PLC415626) has been incorporated on June 15, 2023”.

Vikas Lifecare Limited''s another subsidiary M/s Shashi Beriwal & Co. Pvt Ltd is engaged in manufacturing of packaged beverages including Fruit Juices of a wide variety, Aerated drinks including the most popular flavors like Cola, Orange, Mango along with very Indian Jeera and Shikanji drinks and has most recently forayed into the fast-expanding market in India for "Energy Drinks”.

Company''s various business segments, their prospective and future outlook has been discussed in details, separately in ''Management Discussion and Analysis Report'' which is annexed herewith and form part of the Directors Report.

listing of equity shares

Equity shares of the Company were listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on May 8, 2019.

capital structure

Authorized Share Capital

The Authorized Share Capital of the Company as on March 31, 2023 was Rs. 150,00,00,000 divided into 150,00,00,000 Equity Shares of Re.1 each.

Paid-up Share Capital and Allotments

As on March 31, 2023, the Issued and Paid-up Share Capital of the Company stood at Rs. 1,43,69,33,560/- divided into 1,43,69,33,560 fully paid up equity shares of face value of Re. 1/- per share .

a) Right Issue

During the year under review, pursuant to member''s approval, stock exchanges and other statutory approvals, the Company has issued certain equity shares on Right basis to its existing shareholders and Company has raised share through QIP as detailed herein below:

Particulars		Issue of Securities on Right basis to raise funds up to Rs. 50 Cr
		Partly Paid up Equity Shares (On Application)
Date of Board Approval		August 25, 2021
Date of members approval		September 20, 2021
Issue Size		Rs. 49,54,09,970
No. of Shares to be issued		17,69,32,132
Rights Entitlement Ratio		4:21
Issue Price (Including Securities Premium of Rs. 0.85 per share)		Rs. 1.10/-
Record Date		November 1, 2021
Issue Period		From November 10, 2021 to November 24, 2021
Date of Allotment		December 3, 2022
No. of Fully Paid-up Shares issued		-
No. of Partly Paid-up Shares issued		7,69,32,132
Outstanding fully paid-up Equity Shares prior to the Rights Issue		92,88,93,693 Equity shares of Re. 1/- each
Outstanding fully paid-up Equity Shares post Right Issue		92,88,93,693 Equity shares of Re. 1/- each
Outstanding partly paid-up Equity Shares prior to the Rights Issue		-
Outstanding partly paid-up Equity Shares post Right Issue		17,69,32,132 partly paid-up Equity shares
In respect of the 17,69,32,132 partly paid-up Equity shares issued on December 3, 2021 the Company made first and final Call, followed by Reminder-I, details of the same along with consequent conversion of partly paid shares to fully paid up shares and their outstanding balance are as per the following table:
Particulars	First Call	First Reminder	Second & Final Reminder
Call Record Date	January 14, 2022	Not Applicable	Not Applicable
Notice Date	January 17, 2022	March 28, 2022	February 28, 2023
Period for making payment	From January 20, 2022 to February 3, 2022	From April 4, 2022 to April 18, 2022	From March 6,2023 to March 15, 2023
Call Money Received	Rs. 30,07,84,624.40/-	Rs. 2,27,88,222.90/-	Rs. 14,29,200.20/
No. of Shares converted into fully paid-up Equity Shares pursuant to receipt of call money	16,35,27,295	71,46,781	8,40,706
Date of Conversion (Allotment of fully paid-up shares)	February 15, 2022	April 30, 2022	March 21, 2023
Outstanding partly paid-up Equity Shares before Call/Reminder Notice	17,69,32,132 partly paid-up Equity shares	1,34,04,837 partly paid-up Equity shares	62,58,056 partly paid-up Equity shares
Outstanding partly paid-up Equity Shares after Call/Reminder Notice	1,34,04,837 partly paid-up Equity shares	62,58,056 partly paid-up Equity shares	54,17,350 partly paid-up Equity shares were forfeited for Non Payment of Call Money

Further, The Company made Second and final reminder call to the holders of Partly Paid-up shares February 28, 2023. The transition of 8,40,706 partly paid-up Equity Shares of Face Value of Re.1/- into Fully Paid-up equity shares and subsequently allotment was made on March 21,2023. All these shares were subsequently listed and admitted for trading on BSE Limited & National Stock Exchange of India Limited.

Forfeiture by Rights Issue Committee: The Shareholders were intimated through various reminder cum forfeiture notice(s) requesting them to make the payment of First and Final Call Money within the due date through First and Final Call Money Notice dated January 14, 2022, First Reminder Notice dated March 28, 2022 and Second and Final Reminder-cum Forfeiture Notice#2 dated February 28, 2023.

The Right Issue Committee forfeited 54,17,350 Partly Paid-up Shares on which Call Money after reminders has not received by the Company on i.e. March 21, 2023.

b) Qualified Institutions Placement (QIP)

Details of Qualified institutions placement of equity shares of face value of ''1 under the provisions of Chapter VI of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI ICDR Regulations"), and Sections 42 and 62 of the Companies Act, 2013. The gist of Qualified institutions placement (QIP) are given below:

Particulars	1st Trench	2nd Trench	3rd Trench
Date of Board Approval	January 10, 2022	January 10, 2022	January 10, 2022
Date of Members Approval	February 18, 2022	February 18, 2022	February 18, 2022
Date of Opening of Issue	May 25, 2022	August 17, 2022	November 15, 2022
Floor Price	'' 4.20 per Equity Share	'' 5.03 per Equity Share	'' 4.88 per Equity Share
Date of Closing of Issue	June 2, 2022	August 24, 2022	November 24, 2022
Relevant date	May 25, 2022	August 17, 2022	November 15, 2022
Issue Price	issue price at '' 4.00 per Equity Share (including a premium of '' 3.00 per Equity Share)	issue price at '' 4.80 per Equity Share (including a premium of '' 3.80 per Equity Share)	Issue price at '' 4.65 per Equity Share (including a premium of '' 3.65 per Equity Share)
No. of shares Issued	12,50,00,000 equity shares of face value of '' 1	10,41,66,666 equity shares of face value of '' 1	10,75,26,881 equity shares of face value of '' 1

CHANGE IN NAME OF THE COMPANY

During the period under review, there was no change in the name of the Company.

management discussion and analysis report

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') Management Discussion and Analysis report ("MD&A Report") providing a detailed overview of your Company''s performance, industry trends, business and risks involved is provided separately and is forming part of the Annual Report.

subsidiary companies, joint venture and consolidated financial statements

The Company has a two Subsidiary company named "Genesis Gas Solutions Private Limited" and Shashi Beriwal

Private Limited. The Company acquired 51.38% stake in M/s Shashi Beriwal & Co. Pvt Ltd on October 14th 2022. Accordingly, M/s

Shashi Beriwal & Co. became subsidiary in the year 2022-23.

The Company has also acquired 30% stake in FMCG Retail Chain Stores Ardh Sainik Canteen against cash consideration of INR 150 Million on October 10, 2022.

The Company has reduced its entire stake i.e. 17.51% in Advik Laboratories Limited on November 11, 2022.

"Vikas Lifecare''s subsidiary Genesis Gas Solutions enters into Joint Venture Agreement with Indraprastha Gas Limited (IGL) and we are pleased to inform that proposed Joint Venture Company IGL Genesis Technologies Limited (CIN: U26513DL2023PLC415626) has been incorporated on June 15, 2023".

All other necessary disclosures as stipulated by the statutes are made separately.

DIVIDEND

To conserve the resources for the expansion of business in the long run, your Directors have not recommended any dividend for the Financial Year 2022-23 and have decided to retain the profits.

CORPORATE GOVERNANCE AND ETHICS

The Company believes in adhering to the best corporate governance practices and its philosophy emphasizes on fair and transparent governance and disclosure practices which helps your Company to follow the path of its vision and mission. It strongly believes in developing best corporate governance policies and procedures based on principals of fair and transparent disclosures, equity, accountability and responsibility.

A detailed report on Corporate Governance, in terms of Regulation 34 of the Listing Regulations is forming part of the Annual Report. A certificate confirming compliance with requirements of Corporate Governance as enumerated under the extant provisions of Listing Regulations issued by Mr. Pankaj Kumar Gupta, Proprietor of Kumar G & Co., Company Secretaries is also annexed to the said report.

corporate social responsibility

The provisions of Corporate Social Responsibility are not applicable to the Company and hence disclosures under Sec 135 of the Companies Act, 2013 are not applicable to the Company.

board of directors & key managerial personnel

The Board of Directors provides the blue print to the success of any organization, it plans and implements various strategies to grow not only in numbers but in value and cater to its stakeholders.

The Board met 6 (Six) times during the year, details pertaining to Board and Committee Meetings held during the year are detailed in Corporate Governance Report.

During the year there were following changes in your board of directors:

Appointments:

i. Appointment of Mr. Chandan Kumar (08139239) as Additional Director (Executive) of the Company with effect from September 03, 2022 and was subsequently appointed as Executive Director of the Company by the members in their 27^th Annual General Meeting held on September 29, 2022.

ii. Appointment of Mr. Balwant Kumar Bhushan (DIN: 09840934) as Additional Director (Executive) of the Company with effect from January 25, 2023. However he never resumed office, and as such company did not seek member''s approval for his appointment, hence his office got vacated on April 25, 2023. The Company suo-moto intimated the stock exchange regarding the vacation/cessation of Mr. Balwant Kumar Bhushan from the company on April 25, 2023 Cessations

i. Cessation of Mr. Arvind Gupta (DIN: 02549596) from the office of Director with effect from September 29, 2022 due to non-Regularisation in the Annual General Meeting.

key managerial personnel

The Board of your Company consisted of the following Key Managerial Personnel (KMP''S) as on the year ended March 31, 2023:

i.	*Chief Financial Officer	: Mr. Arvind Gupta
ii.	Chief Executive Officer	: Mr. Vijay Kumar Sharma
iii.	Company Secretary	: Ms. Parul Rai

*Mr. Arvind Gupta resigned from the office of Chief Financial Officer of the Company w.e.f March 20, 2023 and subsequently Mr. Chandan Kumar was appointed as Chief Financial Officer of the Company with effect from May 23, 2023 and presently serving the office.

declaration of independence

The Independent Directors have confirmed that they meet the criteria of Independence as stipulated under Section 149(6) of the Companies Act, 2013 read with the Regulation 16 (1) (c) of the Listing Regulations and they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence as an Independent Director of the Company.

The Board confirms to the declaration of the Independent Directors and there being no doubts as to veracity of the same, places the same on record.

BOARD COMMITTEES

In compliance with the requirements of Companies Act, 2013 and Listing Regulations your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, and Stakeholders Relationship Committee. Details ofthe constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. www.vikaslifecarelimited.com.

Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members is provided under Corporate Governance Report forming part of the Annual Report.

AUDITORS AND AUDITORS'' REPORT Statutory Auditors

M/s KSMC & Associates, Chartered Accountants (FRN: 003565N), were appointed as Statutory Auditors of the Company at the 27^th Annual General Meeting held on September 29, 2022 for a period of 5 years and they will remain in office until conclusion of 32^nd AGM to be held in the financial year 2026-27.

Further, there are no qualifications, reservations, or adverse remarks in the Report issued by M/s KSMC & Associates, Chartered Accountant, Statutory Auditors of the Company for the Financial year ended March 31, 2023. The Statutory Auditors have also not reported any incident of fraud to the Committee during the year under review. Audit Remarks made in the Report are selfexplanatory and do not call for any further comments from your directors.

Secretarial Auditor

M/s. Kumar G & Co., Company Secretaries were appointed as the Secretarial Auditor of your Company to carry out the Secretarial Audit for the financial year under review. The Secretarial Audit Report issued by the Secretarial Auditors in Form No. MR-3 is annexed with this Report.

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained the Secretarial Audit Report for the financial year ended on 31st March, 2023 from M/s. Kumar G & Co., Company Secretaries and the same forms part of the Annual Report. Explanation to the observations in secretarial audit report is given as below;

1. Intimations of various Board Approvals send only through Board Meeting Outcome, no separate intimations was made for each and every item approved

It is clarified that as per regulation 30, Intimations of various Board Approvals sent through Board Meeting Outcome. However the Company has adopted the practice of reporting separate disclosures, for each and every material approval.

2. Regulation 31(b) of SEBI (LODR), 2015, Delay in filing SHP with Stock Exchange: SHP was delayed filed by 2 days for the quarter ended December 31, 2023.

It is noted that the delay was inadvertent and emphasized that going forward prescribed timelines should be strictly adhered to as far as practically possible.

3. Regulation 17 of SEBI (LODR), 2015 one director was appointed under Executive Category on January 25, 2023, but he never resumed office, and as such company did not seek member''s approval for his appointment, hence his office got vacated on April 25, 2023.

The Company appointed Mr. Balwant Kumar Bhushan as Additional Director of the Company by the Board of Directors in their Meeting duly held on January 25, 2023. On January 25, 2023, the Company informed the Stock Exchanges about the appointment of Mr. Balwant Kumar Bhushan as Additional Director along Financial Results for the quarter and nine months ended December 31, 2022. After his appointment as Executive Director, he deferred the joining under the pretext of one reason or other. Every time he sought for some time to rethink about his tentative joining as a Director in the Company, but all in vain. The management was in the dilemma whether he will join his office or not and it became a BIG QUESTION for the Company. Further, it is to be submitted that he never resumed his duties as director.

On April 25, 2023, the Company suo-moto intimated the stock exchange regarding the vacation/cessation of Mr. Balwant Kumar Bhushan from the Board and also disclosed all the details in Corporate Governance Report. We have made all the disclosure regarding the appointment and vacation/cessation of Mr. Balwant Kumar Bhushan within the prescribed time, if he had joined, the management would have proceeded for the shareholder approval through postal ballot and accordingly would have appointed one more Non-Executive director on the board Cost Audit

In accordance with the Section 148 of the Companies Act, 2013 and applicable rules made thereunder, companies which are engaged in the production of such goods or providing such services and have exceeded the net worth or a turnover of such amount as may be prescribed is required to maintain cost records and to appoint Cost Auditor to conduct audit of cost records maintained by the Company in a timely and proper manner.

Accordingly, the Board of Directors of the Company in their meeting held May 28, 2022 appointed M/s. Niraj Kumar Vishwakarma & Associates (Registration No: 003450) as the Cost Auditors of the Company to conduct audit of cost records maintained by the Company for the financial year 2022-23.

secretarial standards

During the year under review the Company has complied with all applicable Secretarial Standards issued by Institute of Company Secretaries of India.

DEPOSITS

During the period under review the Company has not accepted any public deposits and therefore no amounton account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

remuneration of directors, key managerial personnel and particulars of employees

Disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is also annexed to this Report.

significant and material orders

There are no significant or material orders passed by the regulators, courts or tribunals having an impact on the future operations of the Company or its going concern status.

particulars of loans, guarantees or investments

In terms of Section 186 of the Companies Act, 2013, particulars of inter-corporate loans, guarantees and investments are provided in the notes to Financial Statements.

particulars of contracts or arrangements with related parties referred to in section 188

All Related party transactions are entered on an arm''s length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. Company''s policy on related party transactions can be accessed at its website www.vikaslifecarelimited.com. The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto are disclosed in Form No. AOC-2 which is annexed to this Report.

annual return

The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 of your Company for the financial year under review is available at website of your Company www.vikaslifecarelimited. com under the "Investor Zone” section.

material changes and commitments affecting the financial position of the company

There have been no material changes and commitments affecting the financial position of your Company occurring between the end of the Financial Year and the date of this Report.

particulars regarding conservation of energy etc.under section i34(3)(m) of thecompanies act, 2013 and rules made therein

As per the provisions of Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2013, Details of steps taken by your Company to conserve energy through its Sustainability initiatives, Research and Development and Technology Absorption have been disclosed as part of the Annual Report.

adequacy of internal controls

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The Statutory and the Internal Auditors routinely conduct system checks and give their report after evaluation of the efficacy and adequacy of internal control systems including controls with respect to the financial statements, its compliance with operating systems, accounting procedures and policies in the Company. Based on the report of Internal Audit, the departments undertake corrective actionin their respective areas and thereby strengthen the controls.

disclosure under the sexual harassment of women at workplace (prevention, prohibitionand redressal) act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no compliant was received in this regard.

details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016

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

the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions

During the year under review, there has been no one time settlement of loans taken from the banks and financial institutions. REGISTRAR AND SHARE TRANSFER AGENT

With effect from June 28, 2023 the Company has shifted its RTA from Alankit Assignments Limited to Big Share Services Private Limited for better investor services. The Company has obtained NOC from NSDL & CDSL respectively dated June 28, 2023 the same has been intimated under Regulation 30 of Listing Obligation Disclosure Requirement Regulation 2015.

directors'' responsibility statement

Pursuant to Section 134(3) (C) read with Section 134(5) of the Act, the Directors, to the best of their knowledge and ability, hereby confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed withproper explanation relating to material departures;

ii. they have selected such accounting policies in consultation with Statutory Auditors 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 March 31,2022 and of the profit and loss of the company for the Financial Year;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. The annual accounts of the Company have been prepared on a going concern basis.

v. 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.

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

Your Directors place on record their appreciation for the valuable support and cooperation of the Company''s Bankers, Government Agencies, Customers, Suppliers, Shareholders, Employees and other statutory authorities, who have reposed their continued trust and confidence in the Company.

---

Mar 31, 2018

The Directors have pleasure in presenting their Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2018 and on the state of affairs of the Company.

FINANCIAL PERFORMANCE:

The Company’s Financial Performance for the financial year ended on 31st March, 2018 under review along with previous year figures are given hereunder:

Particulars	31st March, 2018	31st March, 2017
	(In Rs.)	(In Rs.)
Total Income	71,64,13,839	1,02,85,10,993
Less: Expenses	70,88,16,502	1,01,99,98,292
Profit/Loss Before Taxes	75,97,337	85,12,701
Less: Exceptional Items	88,850	8,000
Profit/(Loss) before tax	75,08,487	85,04,701
Less: Taxes (Including Deferred and Fringe Benefit Taxes)	18,36,457	16,49,848
Profit/(Loss) after tax	56,72,030	68,54,853
Add: Balance brought forward from last year	2,90,85,635	2,22,30,782
Less: Surplus utilized for issue of Bonus Shares	2,90,85,635	0
Net Profit Carried to Balance sheet	56,72,030	2,90,85,635

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

The total income is 71,64,13,839.00 as compared to 1,02,85,10,993.00 for the previous year. During the year under review the Company has incurred a profit of Rs. 56,72,030.00/- (previous year profit of Rs. 68,54,853.00/-). Your Directors are expecting to increase profits in the near future.

SHARE CAPITAL

The Authorized Share Capital of the company is Rs. 43,00,00,000 (Rupees Forty Three Crores Only) divided into 43,00,00,000 (Rupees Forty Three Crores) Equity Shares of Re. 1/- each and Paid Up Equity Share Capital as on March 31, 2018 was 42,47,61,960/-

(Rupees Forty Two Crores Forty Seven Lacs Sixty One Thousand Nine Hundred Sixty-Only) divided into 42,47,61,960/- (Rupees Forty Two Crores Forty Seven Lacs Sixty One Thousand Nine Hundred Sixty) Equity Shares of Re. 1/- each. During the year under review, the Company has issued 12,13,60,560 equity shares.

DIVIDEND:

In order to conserve resources, the Board does not recommend any dividend for the financial year ended 31st March, 2018.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 as the provisions of this section is not applicable on the Company during the year under review.

STATUTORY AUDITORS:

KSMC & Associates, Chartered Accountants (Firm Registration No. 003565N) are proposed to be appointed as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company to be held in the 2019. Accordingly, their appointment is proposed to be approved in the ensuing AGM. They have given their eligibility & consent for the proposed appointment.

SECRETARIAL AUDITORS:

The Provisions for appointment of Secretarial Auditor does not apply to our Company.

DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT;

S.No.	Particulars	Remarks
1.	Accepted during the year	Nil
2.	Remained unpaid or unclaimed at the end of the year	Nil
3.	Default in payment of deposits or interest thereon	Nil
4.	Deposits which are not in compliance with requirement of the chapter v of the act	Nil

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualification, reservation or adverse remark made by the Auditors in their report. The provisions of Section 204 of the Companies Act, 2013 relating to submission of Secretarial Audit Report is not applicable to our Company.

DIRECTORS:

There was change in Composition of the Board of Directors during the Financial Year 2017 - 2018. Mr. Kapil Gupta and Mr. Purushottam Das Bhoot was appointed on 26.04.2017.

DECLARATION OF INDEPENDENT DIRECTORS

The Provisions of Section 149(6) related to a statement on declaration by Independent Director are applicable to our Company. The management has appointed requisite number of independent directors.

BOARD MEETING:

During the financial year 2017-18, the Board met six times as against the minimum requirement of four meetings. .

COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to our Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

b. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of its Profit/Loss for the year ended on that date;

c. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. They have prepared the annual accounts for the year ended 31st March, 2018 on a “going concern’ basis; and

e. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Particulars regarding Loans, Guarantees or Investments under section 186 are not applicable on the Company for the year ended March 31, 2018.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

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 is furnished as under:

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company does not have any Risk Management Policy as the elements of risk threatening the Company’s existence are very minimal.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

No Companies have become or ceased to be its subsidiaries, Joint Ventures or Associate Companies during the year.

DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY_THE

REGULATORS / COURTS /TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viiil OF COMPANIES (ACCOUNTS) RULES, 2014:

The Company has an adequate internal financial control system, commensurate with the size of its business operations.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MIADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013;

There was related party transactions held pursuant to section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2015 at the end of the year and details are annexed herewith in “Annexure A”.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The provisions of Section 177 of the Companies Act, 2013 read with R.ule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is applicable to the Company. Hence, Audit committee was formed appointing Mr. Pankaj Kumar Gupta as Chairman, Mr. P.D. Bhoot and Mr. Kapil Gupta as other member of Audit Committee.

ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation to the wholehearted help and co-operation the Company has received from the business associates, partners, vendors, clients, government authorities and bankers of the Company .The relations between the management and the staff was cordial during the period under review.

The Company also wishes to put on record the appreciation of the work done by the staff. Your Directors appreciate and value the trust imposed upon them by the members of the Company.

By the order of the Board of Directors

Vikas Multicorp Limited

Pankaj Kumar Gupta Hari Bhagwan Sharma

Date: 02.09.2018 Director Director

Place: New Delhi DIN: 07003962 DIN: 02543653

Address: D-40, D-Block, Raja Address: 586A, Sri Nagar

Puri New Delhi 110059 Delhi 110034.