To,

The Members of

MAITREYA MEDICARE LIMITED

Sai Palace, Nr Someshwara Char Rasta, Um Road,

Surat - 395007 Gujarat

Your Directors have pleasure in presenting the 5^th Annual Report of your Company together with the Audited Standalone and Consolidated financial statements of the company for the financial year ended, 31st March, 2024.

(Rs. In 000')

(Rs. In 000)

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013 (Rs. In 000 ) (STANDALONE)

The Company has transferred Rs 31736.03/- under the head of Reserve and Surplus Account. The Reserve and Surplus Account as on 31st March, 2024, stood at Rs 180847.08/- as compared to Rs 38227.36/- as on 31st March, 2023.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013 (Rs. In 000) (CONSOLIDATED)

The Company has transferred Rs 27588.16/- under the head of Reserve and Surplus Account. The Reserve and Surplus Account as on 31st March, 2024, stood at Rs 180703.19/- as compared to Rs 38108.22/- as on 31st March, 2023.

STANDALONE

During the current period, your company has shown an increase in total revenue of Rs 467507.14 as against Rs 390420.58 in the previous year. The company has earned a net profit of Rs. 31736.03 as compared to Rs 41855.18 Lakhs in the previous year.

CONSOLIDATED

During the current period, your company has shown an increase in total revenue of Rs 478235.02 as against Rs 399490.73 in the previous year. The company has earned a consolidated net profit of Rs. 27588.16 as compared to Rs 42525.30 in the previous year.

Maitreya Hospital Private Limited

During the period under review, M/s. Maitreya Hospital Private Limited has received Building Usage Permission for its new hospital to be established at Valsad, Gujarat. Our initial plan involves commencing operations with 125 beds, aiming to achieve an Average Revenue Per Occupied Bed comparable to that of our Surat unit. We anticipate that this initiative will be fully operational starting from

2024. This unit will also have 3 modular operation theatres, 20 bed ICU and 6 bed Dialysis unit and a range of specialized services, including cardiology and neurosurgery.

DIVIDEND

With a view to conserve resources and expansion of business, your directors do not recommend any dividend for the financial year under review.

INITIAL PUBLIC OFFER AND LISTING OF SHARES

The Directors are pleased to inform you that the Company's Initial Public offering of not exceeding 22,00,000 equity shares of Rs. 10/- each at price of Rs. 82/- per equity share (including premium of Rs. 72/- per share) comprises fresh issue of not exceeding 22,00,000 equity shares amounting to Rs. 1,80,400 thousand by way of Book Building process received overwhelming response from the investors. The issue was opened on October 27, 2023 5, 2017 and closed on November 01, 2023. Under the said IPO, Company has allotted 18,16,000 equity shares of Rs. 10/- each at a premium of Rs. 72/- per share aggregating to Rs. 1,48,912 thousand on November 03, 2023. The trading of Equity shares of the Company commenced on National Stock Exchange Limited (Emerge Platform) effective from November 07, 2023 and consequently the Company has become a listed entity.

UTILIZATION OF IPO PROCEEDS

The Issue proceeds are entirely at the discretion of the issuer/management. As per SEBI ICDR Regulations, appointment of monitoring agency is required only if Issue size exceeds ^ 10,00,000 thousands. Hence, we have not appointed any monitoring agency to monitor the utilization of Issue proceeds. However, as per the Section 177 of the Companies Act, 2013 the Audit Committee of our Company would be monitoring the utilization of the Issue Proceeds and Company has obtained monitoring reports from the Monitoring agency from time to time and filed the same with exchange where equity shares of the Company are listed. The proceeds realized by the Company from the initial public offering shall be utilized as per objects of the offer as disclosed in the Prospectus of the Company. Out of the IPO proceeds of Rs. 1489.12 Lacs, your Company has utilized Rs. 867.36 Lacs as per objects of the offer and unutilized amount of Rs. 990.37 have been kept in bank account. The proceeds of the issue were mainly utilized for making Investment through Equity in the subsidiary named 'Maitreya Hospital Private Limited' for setting up Hospital at Valsad, Gujarat, redemption of

part of issued Non-Convertible Redeemable Preference Shares, funding the working capital requirements of the company and for other General Corporate Expenses. There has been no deviation in the utilization of the IPO proceeds of the Company.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

a) Authorized Capital:

The Authorized Share Capital of the Company is 13,50,00,000/- (Rupees Thirteen Crore Fifty Lacs only) divided into 77,50,000 (Seventy-Seven Lacs Fifty Thousand only) Equity shares of Rs. 10/- (Rupees Ten only) each and 57,50,000 (Fifty-Seven Lacs Fifty Thousand Only) 6% Convertible Redeemable Preference Shares of Rs. 10/- (Rupees Ten only)

b) Issued, Subscribed and Paid-up Capital

The Issued, Subscribed and Paid-up share capital of the Company was increased from Rs. 106963 thousand to Rs. 125123 thousand consequent to the allotment of equity shares in Initial Public Offer.

Further the Issued, Subscribed and Paid-up share capital of the Company was reduced from Rs. 125123 thousand to 121723 thousand by redemption of 2,60,000 6% Non-Convertible Cumulative Redeemable Preference Shares of Rs 10 each aggregating to Rs. 26,00,000/- (Rupees Twenty-Six Lacs Only) at Board Meeting held on 27^th December, 2023 and 80,000 6% Non-Convertible Cumulative Redeemable Preference Shares of Rs 10 each aggregating to Rs. 8,00,000/- (Rupees Eight Lacs Only) at Board Meeting held on 13^th February, 2024.

The Issued, Subscribed and Paid-up share capital of the Company is 6776000 Equity Shares of Rs. 10/- each aggregating to Rs. 6,77,60,000/- and 5396300 6% Non-Convertible Cumulative Redeemable Preference Shares of Rs 10 each aggregating to Rs. 5,39,63,000/-.

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2024, none of the Directors of the Company holds instruments convertible into equity shares of the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company's Board is duly constituted which is in compliance with the requirements of the Act, the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 [hereinafter referred to as "Listing Regulations"] Regulations, 2015 and provisions of the Articles of Association of the Company. As on the date of this Report, the Board of Directors comprises of five (5) directors which include three (3) Executive Directors and two (2) Independent Directors. The overall composition of Board of Directors includes one woman director. As on the date of this report, the Board of the company constitutes of the following Directors:

The Board received a declaration from all the directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the directors of the company is disqualified under the provisions of the Companies Act, 2013 ("Act") or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

RE-APPOINTMENT

In accordance with the provisions of section 152 of the Companies Act 2013 and the Articles of Association of the Company, Dr. Pranav Rohitbhai Thaker (DIN: 07602708) Whole-time director who retires by rotation at the ensuing Annual General Meeting and is eligible, offers himself for his reappointment. The board recommends his re-appointment for the consideration of the Members of the company at the ensuing Annual General Meeting. A brief resume and other details of the above director seeking re-appointment are provided in the Notice of Annual General meeting.

KEY MANAGERIAL PERSONNEL

Mrs. Payal Mathur was appointed as the Company Secretary of the Company at the Board Meeting held on 01^st April, 2023.

MEETINGS OF THE BOARD OF DIRECTORS

During the Year under the review the Board of Directors met 12 (Twelve) times, Details of the Meetings are as under:

In respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received necessary declaration of independence from all Independent Directors of the Company, under Section 149(7) of the Act, that he/she meets the criteria of Independent Directors envisaged in Section 149(6) of the Act and rules made thereunder and SEBI (LODR) Regulations, 2015 and is not disqualified from continuing as Independent Directors.

The Independent Directors have also confirmed that they have registered themselves with the Independent Director's Database maintained by the Indian Institute of Corporate Affairs. Further Company has also received statements from all the Independent Directors that they have complied with Code of Conduct for Independent Directors prescribed in Schedule IV of the act and also statement on compliance of code of conduct for Directors and Senior Management Personnel formulated by Company

SEPARATE MEETING OF INDEPENDENT DIRECTORS OF THE COMPANY

The Independent Directors met on 13^th February 2024, without the attendance of Non-independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform the duties.

COMMITTEES OF BOARD OF DIRECTORS

As on 31st March, 2024, the Board has 3 (Three) committees as per the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 read with rules, made thereunder, with proper composition of its members which are focused on financial reporting, audit & internal controls, compliance issues, appointment and remuneration of Directors and Senior Management Employees and the risk management framework. The Board periodically evaluates the performance of all the Committees as a whole. All observations, recommendations and decisions of the Committees are placed before the Board for consideration and approval.

The Board has the following committees as under:

• Audit Committee;

• Nomination and Remuneration Committee;

• Corporate Social Responsibility Committee;

Constitution & Composition of Audit Committee:

The Board of Directors of your company has duly constituted Audit Committee in terms of the provisions of Section 177 of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 18 of the SEBI (LODR), Regulations, 2015. The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of SEBI (LODR), Regulations, 2015 and Section 177 of the Act and such other functions as may be specifically delegated to the Committee by the Board from time to time. The Board has accepted all recommendations made by the Audit Committee during the year.

During the financial year ended 31st March, 2024, Audit Committee meetings were held on the following dates:

(1) 14^th April, 2023 (2) 09^th August, 2023 (3) 17^th October, 2023 and (4) 13^th February, 2024 Attendance of Committee members during 2023-24 is as follows:

Constitution & Composition of Remuneration Committee:

The Nomination and Remuneration Committee is constituted in accordance with Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. The powers, role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Regulation 19 of SEBI (LODR) Regulations, 2015 and Section 178 of the Act, besides other terms as may be referred by the Board of Directors. The Board has accepted all recommendations made by the Nomination and Remuneration Committee during the year.

During the financial year ended 31st March, 2024, Nomination and Remuneration Committee meeting was held on the 13^th February, 2024.

Attendance of Committee members during 2023-24 is as follows:

The Policy of nomination and Remuneration committee has been placed on the website of the company at https://www.maitreyahospitals.com/docs/(3)%20Nomination,%20Remuneration%20and%20Evaluati on%20Policy.pdf . There has been no change in the policy since last financial year.

Constitution & Composition of Corporate Social Responsibility Committee:

As required under Section 135 of the Companies Act 2013, the Company has constituted CSR

Committee of Directors inter-alia to formulate Corporate Social Responsibility (CSR) Policy, to recommend the amount of expenditure to be incurred on the activities in line with objectives given in CSR policy, monitor the CSR policy and other matters as may be referred by the Board of Directors and content of the same is available at https://www.maitreyahospitals.com/docs/CSR%20POLICY.pdf

During the financial year ended 31st March, 2024, Corporate Social Responsibility Committee meeting was held on the 13^th February, 2024.

Attendance of Committee members during 2023-24 is as follows:

The Annual Report on CSR activities outlining geographical areas for CSR activities, composition of CSR committee, amount of CSR fund to be expended etc. is annexed herewith as Annexure - A.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In line with the best corporate governance practices, Company has put in place a system through which the Directors and employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is also available on the website of the Company at https://www.maitreyahospitals.com/.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Internal auditor of the company checks and verifies the internal control and monitors then in accordance with policy adopted by the company. The company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

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

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

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(e) Company being an listed/unlisted company, the said para is applicable and complied accordingly / not applicable.

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

CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation, the compliance with the Corporate Governance Provisions shall not apply in respect of the following class of the Companies:

a) Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b) Listed entity which has listed its specified securities on the SME Exchange.

Since, during the period under the review (i.e., FY 2023-24), our company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-2024.

NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARD (IND-AS) FOR YEAR 23-24

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th Feb, 2015, companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f 1st April, 2017. Accordingly, our company, during the year 2023-24 under the review, is listed on SME Platform of NSE Limited is covered under the exempted category and is not required to comply with

IND-AS for preparation of financial statements beginning with period on or after 1st April, 2017.

EVALUATION OF BOARD, ITS COMMITTEE, AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provision of the Act and SEBI Listing Regulations.

The Performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.

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

In a separate meeting of independent directors, the performance of non-independent directors, the Board as a whole, and the chairman of the company were evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution,_and inputs in meetings etc.

The Performance evaluation criteria for independent directors is determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out include participation and contribution by a director, commitment, effective development of knowledge and expertise, integrity and maintenance of confidentiality and independence of behavior and judgment.

INFORMATION ABOUT SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY

As on March 31, 2024 there were 3 (Three) subsidiaries of the Company:

1. Maitreya Hospital Private Limited

2. Maitreya Lifescience Private Limited

3. Tulip Agility Private Limited (Formerly known as Tulip Health Check - A Partnership firm.)

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiary in Form AOC- 1 forms part of this report as Annexure - B. The financial statements of all the above-mentioned subsidiaries have been considered in the annual audited consolidated financial results of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiary, are available on the website of the Company at https://www.maitreyahospitals.com/

During the year under review, your Company has acquired 52% stake in Tulip Health Check (Partnership firm), Consequent upon acquisition, the said partnership firm has become Subsidiary of the Company.

There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

CONSOLIDATED FINANCIAL STATEMENTS

Your directors have pleasure in attaching the consolidated financial statements pursuant to section 129(3) of the Act and SEBI Listing Regulations and prepared in accordance with the Accounting Principles generally accepted in India including the Indian Accounting Standards specified under Section 133 of the Act.

In accordance with Section 129(3) of the Act, the audited consolidated financial statements are provided in this Annual Report.

DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the companies (Acceptance of Deposits) Rules, 2014 and as such no amount on account of principal and interest was outstanding as on the date of the balance sheet. As such no amount of deposit is unpaid or unclaimed at the end of the year. Hence there is no non-compliance with any of the provisions of chapter V of the Companies Act, 2013.

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

Loans, Investment, guarantees and securities in respect of which provisions of Section 185 and 186 of the Companies Act, 2013 are applicable have been compiled by the company and provided in the notes to the standalone financial statements forming part of this annual report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year 2023-24 were in the ordinary course of business and on arm's length basis. The Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in nature as per Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments thereto and as per Company's policy on Related Party Transactions. All Related Party Transactions are placed before the Audit Committee and Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive in nature. The details of the related party transactions including material are provided in the Annexure-C (AOC-2) pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014. Your directors draw attention of the members to note to the financial statements which sets out related party disclosures.

In Pursuant to the amendment made by SEBI in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the new materiality policy has been adopted by the Board on Material Related Party Transactions which is available on the website of the Company at https://www.maitreyahospitals.com/.

However, there are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company

The Company has not made any foreign exchange outgo towards traveling, marketing and import of Capital Goods.

STATUTORY AUDITOR & AUDITORS' REPORT

At the Annual General Meeting held on 14/09/2023, M/s. Saherwala & Co., Chartered Accountants (FRN No. 108969W) was appointed as statutory auditors of the company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2028. In terms of the first proviso to Section 139 of the Companies Act, 2013.

Company has received certificate from the Auditors to the effect they are not disqualified to continue as statutory auditors under the provisions of applicable laws.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor's Report are self-explanatory.

COST AUDITORS

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

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Jaisal Mohatta & Associates, Company Secretaries, (ACS - 35017 & COP - 16090) to conduct the Secretarial Audit of the Company for the year ended March 31, 2024. The Secretarial Audit Report for the FY 2023-24 does not contain any qualification, reservation, or adverse remarks and is annexed to this Report as Annexure - D.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, M/s Bhavesh Saraiya & Co. Chartered Accountants, (Firm Registration No. 117515W), Chartered Accountant was appointed as an Internal Auditor of the company for the financial year 2023-24 to enhance the financial controls and practices within the Company.

ANNUAL RETURN

The Annual Return of the Company will be placed on the website of the company pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules 2014, the web link of the same is https://www.maitreyahospitals.com/.

PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION:

Details Pertaining to Remuneration as Required under Section 197(12) Of the Companies Act, 2013 Read with Rule 5(1), 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-F.

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

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, your Company has constituted an Internal Complaints Committee (ICC). During the year under review, no cases were received/ filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

RISK MANAGEMENT POLICY

During the financial year under review, the company has identified and evaluated elements of business risk. Consequently, a Business Risk Management framework is in place. The Risk management framework defines the risk management approach of the company and includes periodic review of such risks and also documentation, mitigation controls, and reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend, exposure, and potential impact analysis at a company level as also separately for business. The Policy is available for at the Website of the Company at https://www.maitreyahospitals.com/

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS, IF ANY

The Company has filed Form GNL-1 for compounding of application of Section 135 of the Companies Act, 2013 to the Registrar of Companies ("ROC"), Ahmedabad. On basis of Personal hearing and submission of various documents by Dr. Pranav Rohitbhai Thaker, Whole-time Director of the Company on 21^st February 2024 and after taking notes of facts, on dated 18^th March 2024 ROC has passed the order that Company and its Officers are not in contravention of the Provision of Section 135(5) of the Companies Act, 2013 read with Rule 6 of the Companies (Meeting of Board and its Power) Rules, 2014.

Other than the aforesaid, there have been no significant and material orders passed by the courts or regulators or tribunals impacting the ongoing concern status and company's operations.

SECRETARIAL STANDARDS

Pursuant to Section 118(10) of the Companies Act, 2013 the Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

OTHER DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review

• Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of onetime settlement with any Bank or Financial Institution.

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, there were no amounts, required to be transferred to the Investor Education and Protection Fund.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, details on Management Discussion and Analysis Report are annexed as "Annexure - E".

APPRECIATION AND ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and cooperation, your company has been receiving from its Suppliers, Retailers, Dealers & Distributors and others associated with the Company. The Directors also take this opportunity to thank all Clients, Vendors, Banks, Government and Regulatory Authorities for their continued support.