Your Directors pleased to present the 33rd Annual Report on the Business and Operations of the Company togetherwith the Audited Statement of Accounts for the Financial Year ended on 31st March, 2025.
The financial performance of the Company for the Financial Year ended on 31st March, 2025 and for the previousfinancial year ended on 31st March, 2024 is given below:
Particulars
2024-25
2023-24
Revenue from Operations
241.43
2.24
Other Income
6.99
0.02
Total Income
248.42
2.26
Less: Total Expenses
245.86
28.68
Profit / Loss Before Exceptional and Extra Ordinary Items and Tax
2.56
(26.41)
Exceptional and Extra Ordinary Items
0.00
Profit / Loss Before Tax
Tax Expense: (i) Current Tax
-
(ii) Deferred Tax
(13.83)
Net Profit / Loss for the Period After Tax
16.39
Earnings Per Share (EPS)
Basic
0.47
(0.76)
Diluted
Total revenue from Operation for Financial Year 2024-25 is Rs. 241.43 Lakhs compared to the total revenue fromOperation of Rs. 2.24 Lakhs of previous Financial Year. The Company has incurred Profit before tax for theFinancial Year 2024-25 of Rs. 2.56 Lakhs as compared to Loss before tax of Rs. 26.41 Lakhs of previous FinancialYear. Net Profit after Tax for the Financial Year 2024-25 is Rs. 16.39 Lakhs as against Net Loss after tax of Rs. 26.41Lakhs of previous Financial Year. The Directors are continuously looking for the new avenues for future growthof the Company and expect more growth in the future period.
There have been on change in the nature of the business and operations of the Company during the Financial Year2024-25.
Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2025 isavailable on the Company's website at www.hemoorganic.co
The Authorised Share Capital of the Company as on 31st March, 2025 is Rs. 10,00,00,000/- (Rupees TenCrores Only) divided into 1,00,00,000 (One Crores) Equity Shares of Rs. 10.00/- (Rupees Ten Only).
During the year under review the Company has increased its Authorised Share Capital from Rs. 3,50,00,000/-(Rupees Three Crores and Fifty Lakhs only) divided into 35,00,000 (Thirty-Five Lakhs) equity shares of Rs.10.00/- (Rupees Ten only) each, to Rs. 10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000(One Crore) equity shares of face value of Rs. 10.00/- (Rupees Ten Only) each and thereafter consequent
alteration in the existing Clause 5 of the Memorandum of Association of the Company was made, which wasapproved in Annual General Meeting of the Company held on 11th September, 2024
The Paid-up Share Capital of the Company as on 31st March, 2025 is Rs. 3,46,59,000/- (Rupees Three CroresForty-Six Lakhs Fifty-Nine Thousands Only) divided into 34,65,900 (Thirty-Four Lakhs Sixty-Five ThousandsNine Hundreds) Equity Shares of Rs. 10.00/- (Rupees Ten Only).
Your Directors state that no disclosure or reporting is required in respect of the following items as there wereno transactions on these items during the year under review:
A) Issue of equity shares with differential rights
B) Issue of sweat equity shares
C) Issue of employee stock options
D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit Ofemployees.
To conserve the resources for future prospect and growth of the Company, your Directors do not recommend anydividend for the Financial Year 2024-25 (Previous year - Nil). The Company has not paid any Interim Dividendduring the year under review.
The Ministry of Corporate Affairs under Section 124 and section 125 of the Companies Act, 2013, requires theamount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the InvestorEducation and Protection Fund ("IEPF").
During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend Account" lyingfor a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, therewere no funds which were required to be transferred to IEPF.
The profit of the Company for the Financial Year ending on 31st March, 2025 is transferred to profit and lossaccount of the Company under Reserves and Surplus.
The Board of Directors of the Company, at its meeting held on Monday, 31st March, 2025, has considered andapproved the Draft Letter of Offer to be filed with BSE Limited ('BSE') for the proposed Rights Issue of EquityShares. The said Draft Letter of Offer has been submitted to BSE and the Company is currently awaiting theirapproval.
Other than the above, there have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and the date of this report.
There are no significant material orders passed by the Regulators or Courts or Tribunals, which would impact thegoing concern status of the Company and its future operations.
The Directors of the Company meets at regular intervals at least once in a quarter within the gap between twomeetings not exceeding 120 days to take a view of the Company's policies and strategies apart from the Board
Matters. The notice of the meeting is given well in advance to all the Directors.
During the year under the review, the Board of Directors met 7 (Seven) times viz. 18th April, 2024, 29th May, 2024,14th August, 2024, 28th October, 2024, 26th December, 2024, 6th February, 2025, 31st March, 2025.
In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the bestof their knowledge and belief the Board of Directors hereby submit that:
a In the preparation of the annual accounts, for the year ended on 31st March, 2025 the applicable accountingstandards read with requirements set out under Schedule III to the Act, have been followed and there are nomaterial departure from the same;
b. The Directors had selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the companyat the end of financial year and of the profit of the Company for the financial year ended on 31st March, 2025;
c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
d. The Directors had prepared the annual accounts on a going concern basis;
e. The Directors had laid down internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and are operating effectively; and
f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
The provisions of Section 135 of the Companies Act, 2013 is not applicable to your Company as the Company doesnot fall under the criteria limits mentioned in the said section of the Act.
Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate SocialResponsibility.
The Company has in place adequate internal financial controls with reference to financial statement across theorganization. The same is subject to review periodically by the internal audit cell for its effectiveness. During thefinancial year, such controls were tested and no reportable material weaknesses in the design or operations wereobserved. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls inaccordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of theIndependent Auditor's report.
Internal Financial Controls are an integrated part of the risk management process, addressing financial andfinancial reporting risks. The internal financial controls have been documented, digitized and embedded in thebusiness processes.
Assurance on the effectiveness of internal financial controls is obtained through management reviews, controlself-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonableassurance that our internal financial controls are designed effectively and are operating as intended.
During the year, no reportable material weakness was observed.
The details of loans, investment, guarantees and securities covered under the provisions of section 186 of theCompanies Act, 2013 are provided in the financial statement.
During the year under review, all the Related Party Transactions were entered at arm's length basis and in theordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013and the SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015. There are no materiallysignificance related party transactions made by the Company with Promoter, Directors, Key ManagerialPersonnel, etc. which may have potential conflict with the interest of the Company at large or which warrants theapproval of the Shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactionswith Related Parties are provided in the Company's financial statements in accordance with the AccountingStandards.
The Company has formulated and adopted a policy on dealing with related party transactions, in line withRegulation 23 of the Listing Regulations, which is available on the website of the Company atwww.hemoorganic.co.
As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committeeundertakes quarterly review of related party transactions entered into by the Company with its related parties.Pursuant to Regulation 23 of Listing Regulations and Section 177 of the Act, the Audit Committee has grantedomnibus approval in respect of transactions which are repetitive in nature, which may or may not be foreseen,not exceeding the limits specified thereunder. The transactions under the purview of omnibus approval arereviewed on quarterly basis by the Audit Committee. Pursuant to Regulation 23(9) of the Listing Regulations, yourCompany has filed the disclosures on Related Party Transactions in prescribed format with the Stock Exchanges.
Sr. No.
Amount
1.
Balance at the beginning of the year
(378.13)
2.
Current Year's Profit
3.
Amount of Securities Premium and other Reserves
Total
(361.74)
Pursuant to section 134(3) (n) of the Companies Act, 2013, and relevant regulations of listing Regulations, 2015,the Company has framed formal Risk Management framework for risk assessment and implementation of a RiskMitigation plan of the Company, which is periodically reviewed by the Board of Directors to ensure smoothoperations and effective management control. The Audit Committee also reviews the adequacy of the riskmanagement framework of the Company, the key risks associated with the business and measures and steps inplace to minimize the same.
The details of conservation of energy, technology absorption etc. as required to be given under section 134(3)(m)of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as the Company has nottaken any major step to conserve the energy etc.
Export revenue constituted 0 % of the total revenue in FY 2024-25;
Sr.
No.
Foreign exchange earnings and outgo
F.Y. 2024-25
F.Y. 2023-24
Foreign exchange earnings
NIL
CIF value of imports
Expenditure in foreign currency
4.
Value of Imported and indigenous Raw Materials, Spare-parts andComponents Consumption
The Remuneration policy is directed towards rewarding performance based on review of achievements on aperiodical basis. The remuneration policy is in consonance with the existing industry practice and is designed tocreate a high-performance culture. It enables the Company to attract, retain and motivate employees to achieveresults. The Company has made adequate disclosures to the members on the remuneration paid to Directors fromtime to time. The Company's Policy on director's appointment and remuneration including criteria fordetermining qualifications, positive attributes, independence of a director and other matters provided underSection 178 (3) of the Act is available on the website of the Company at www.hemoorganic.co.
Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (ListingObligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and providesthe Company's current working and future outlook as per Annexure -1.
The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.
During the year under review, the Company has duly complied with the applicable Secretarial Standards i.e., SS-1and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively, issued by theInstitute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliancewith its provisions and is in compliance with the same.
During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the AuditCommittee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against theCompany by its officers or employees, the details of which would need to be mentioned in the Board's Report.
Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2)(e) ofSEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write up andexplanation about the performance of the Company.
The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors,pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors onvarious parameters including:
• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporategovernance practices, participation in the long-term strategic planning, etc.);
• Structure, composition, and role clarity of the Board and Committees;
• Extent of co-ordination and cohesiveness between the Board and its Committees;
• Effectiveness of the deliberations and process management;
• Board / Committee culture and dynamics; and
• Quality of relationship between Board Members and the Management.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities andExchange Board of India on January 5, 2017.
The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of theNomination and Remuneration Committee had one-on-one meetings with each Executive and Non-Executive,Non-Independent Directors. These meetings were intended to obtain Directors' inputs on effectiveness of theBoard/ Committee processes.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole,and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non¬Executive Directors.
The Nomination and Remuneration Committee reviewed the performance of the individual directors and theBoard as a whole.
In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination andRemuneration Committee, the performance of the Board, its committees, and individual directors was discussed.
The evaluation process endorsed the Board Members' confidence in the ethical standards of the Company, theresilience of the Board and the Management in navigating the Company during challenging times, cohesivenessamongst the Board Members, constructive relationship between the Board and the Management, and theopenness of the Management in sharing strategic information to enable Board Members to discharge theirresponsibilities and fiduciary duties.
The Board carried out an annual performance evaluation of its own performance and that of its committees andindividual directors as per the formal mechanism for such evaluation adopted by the Board. The performanceevaluation of all the Directors was carried out by the Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole wascarried out by the Independent Directors. The exercise of performance evaluation was carried out through astructured evaluation process covering various aspects of the Board functioning such as composition of the Board& committees, experience & competencies, performance of specific duties & obligations, contribution at themeetings and otherwise, independent judgment, governance issues etc.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements)Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually aswell as evaluation of the working of the Board by way of individual feedback from directors.
The evaluation frameworks were the following key areas:
a) For Non-Executive & Independent Directors:
• Knowledge;
• Professional Conduct;
• Comply Secretarial Standard issued by ICSI Duties;
• Role and functions.
b) For Executive Directors:
• Performance as leader;
• Evaluating Business Opportunity and analysis of Risk Reward Scenarios;
• Key set investment goal;
• Professional conduct and integrity;
• Sharing of information with Board;
• Adherence applicable government law.
The Directors expressed their satisfaction with the evaluation process.
The Company has established vigil mechanism and framed whistle blower policy for Directors and employees
to report concerns about unethical behavior, actual or suspected fraud or violation of Company's Code ofConduct or Ethics Policy. The functioning of vigil mechanism is reviewed by the Audit Committee from time totime. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The WhistleBlower Policy of the Company is available on the website of the Company at www.hemoorganic.co.
The Company has framed "Business Conduct Policy". Every employee is required to review and sign the policyat the time of joining and an undertaking shall be given for adherence to the policy. The objective of the policyis to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti¬bribery and avoidance of other corruption practices by the employees of the Company.
The Company has not employed any employee except the Managing Director, Chief Financial Officer and CompanySecretary. Hence, the information required under section 197(12) of the Companies Act, 2013 and Rule 5(2) & (3)of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is not given separatelyand are not applicable to the Company as none of the Employees of the Company has received remuneration abovethe limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules, 2014 during the financial year 2024-25.
During the year under review, the Company has not entered into any materially significant related partytransactions which may have potential conflict with the interest of the Company at large. Suitable disclosures asrequired are provided in AS-18 which is forming the part of the notes to financial statement.
The Directors and Key Managerial Personnel of the Company are summarized below:
Name
Designation
DIN / PAN
Mr. Dineshbhai Shanabhai Patel1
Managing Director
00481641
Mr. Baldevbhai Nagarbhai Patel3
Non-Executive and Independent Director
09721703
Mr. Sureshkumar Ravjibhai Patel3
09721706
Mr. Manish Kanaiyalal Patel3
Non-Executive Director
09720505
5.
Ms. Garima Dineshkumar Jain5
Company Secretary and Compliance Officer
BQSPJ6933J
6.
Mr. Vishwambar Kameshwar Singh1
09822587
7.
Mr. Murlidhar Joshi2
09819849
8.
Chief Financial Officer
AUNPJ0136B
9.
Ms. Hiral Vinodbhai Patel2
09719512
10.
Ms. Rina Kumari2
10588570
11.
Mr. Deepak Ashokkumar Rochani4
11041560
12.
Yukta Prakash Patel5
FZLPP8742P
1. Designation of Vishwambar Kameshwar Singh (DIN: 09822587) has been changed from Executive Director to Managing Director and Mr.Dineshbhai Shanabhai Patel (DIN: 00481641) as resigned from the post of Managing Director w.e.f. 29th May,2024.
2. Appointment of Mr. Murlidhar Joshi (DIN: 09819849) as Professional Non-Executive Director, and Ms Hiral Vinodbhai Patel (DIN:09719512) as Non-Executive Independent Director, and Ms. Rina Kumari (DIN:10588570) as Non-Executive Independent Director of theCompany w.e.f. 29th May, 2024.
3. Resignation of Mr. Baldevbhai Nagarbhai Patel (DIN: 09721703) from Non-Executive Director, and Mr. Sureshkumar Ravjibhai Patel (DIN:09721706), and Mr. Manish Kanaiyalal Patel (DIN:09720505) as Non-Executive Director of the Company w.e.f. 29 th May, 2024.
4. Mr. Deepak Ashokkumar Rochani (DIN: 11041560) as Non-Executive Independent Director w.e.f 27th June, 2025.
5. Appointment of Ms. Garima Jain as Company Secretary and Compliance Officer of the company w.e.f 29th May 2024, and has Resigned w.e.f23rd June 2025 and Ms. Yukta Prakash Patel appointed as Company Secretary and Compliance officer of the company w.e.f 27 th June 2025.
Apart from the above changes, there were no other changes in the composition of the Board of Directors of theCompany during the Financial Year 2024-25 and till the date of Board's Report.
As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.
In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had two Non¬Promoter Non-Executive Independent Directors in line with the Companies Act, 2013. In the opinion of the Boardof Directors, all two Independent Directors of the Company meet all the criteria mandated by Section 149 of theCompanies Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015 and they are Independent of Management
A separate meeting of Independent Directors was held on August 14, 2024 to review the performance of Non¬Independent Directors, Board as whole and performance of Chairperson of the Company including assessment ofquality, quantity and timeliness of flow of information between Company management and Board.
The terms and conditions of appointment of Independent Directors and Code for Independent Director areincorporated on the website of the Company at www.hemoorganic.co.
Your Company has received annual declarations from all the Independent Directors of the Company under sub -section (7) of section 149 confirming that they meet with the criteria of Independence as provided in Section149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and there has been nochange in the circumstances which may affect their status as Independent Director during the year.
Your Company has also received confirmation that Independent Directors are not aware of any circumstance orsituation, which exists or may be reasonably anticipated, that could impair or impact his/ her ability to dischargehis/her duties with an objective independent judgment and without any external influence and that he/she isindependent of the management. They have also complied with the Code for Independent Directors prescribed inSchedule IV to the Act and Code of Conduct for directors and senior management personnel formulated by thecompany.
Since the paid-up Capital of Company is less than Rs. 10 Crores and Turnover is less than Rs. 25 Crores thereforeby virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 thecompliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. HenceCorporate Governance does not form part of this Board's Report.
As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits fromShareholders and Public during the financial year under review. Hence the Company has not defaulted inrepayment of deposits or payment of interest during the financial year.
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried theevaluation of its own performance, performance of Individual Directors, Board Committees, including theChairman of the Board on the basis of attendance, contribution towards development of the Business and variousother criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluationof the working of the Board, its committees, experience and expertise, performance of specific duties andobligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process andoutcome.
In a separate meeting of Independent Directors i.e. held on Wednesday, 14th August, 2024, the performances ofExecutive and Non-Executive Directors were evaluated in terms of their contribution towards the growth anddevelopment of the Company. The achievements of the targeted goals and the achievements of the expansion planswere too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.
M/s. M A A K & Associates, Chartered Accountants (FRN: 135024W) were appointed as Statutory Auditors
of your Company at the Thirtieth Annual General Meeting of the Company held on September 24, 2022, fora term of four consecutive years. The present term is expiring at the Thirty Fourth Annual General Meetingof the Company to be held in the year 2026.
The report of the Statutory Auditor has not made any adverse remark in their Audit Report except:
1. We have not been provided with the balance confirmation or any other details for the trade receivable,trade payable shown in the books of accounts.
The process of obtaining balance confirmations from trade receivables and trade payables has been initiatedand the requests have already been circulated. The receipt of responses from the respective parties iscurrently awaited. Nevertheless, the management affirms that the balances as reflected in the books ofaccount for both trade payables and trade receivables are consistent with the underlying transactions andrecords. There are no material discrepancies noted, and to the best of our knowledge, all transactions havebeen appropriately recorded in the books.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Jay Pandya, Proprietorof M/s. Jay Pandya & Associates , Practicing Company Secretary, Ahmedabad, to undertake the SecretarialAudit of the Company for the financial year 2024-25.
The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure - II in FormMR-3.
The report of the Secretarial auditor has not made any adverse remark in their Audit Report except:
1) The Company's Status is reflected as 'SDD Non-compliant' on the BSE Portal.
Reply: The Company has duly provided records demonstrating its compliance with the SDD requirements.Furthermore, the Company is in communication with the Exchange to resolve the said technical matter, andnecessary steps are being taken to rectify the status at the earliest
2) Newspaper advertisement for the quarter ended on March 31, 2024 has not been published.
Reply: The newspaper advertisement for the financial results for the quarter ended 31 March 2024, wasinadvertently not published due to an administrative oversight. The financial results, however, were dulyapproved by the Board of Directors and submitted to the Stock Exchange within the prescribed timelines,and were also made available on the Company's website.
The Company acknowledges the lapse and is taking necessary steps to strengthen its internal complianceprocesses to ensure that such omissions do not recur in the future.
The Board of directors of the Company has appointed M/s. Akshay Mohnot & Co., Chartered Accountants,(FRN: 123209W), as an Internal Auditor of the Company for the Financial Year 2024-25. The Internal Auditorconducts the internal audit of the functions and operations of the Company and reports to the AuditCommittee and Board from time to time.
36. DISCLOSURES:
During the year under review, meetings of members of the Audit committee as tabulated below, was heldon -, 29th May 2024, 14th August 2024, 28th October 2024, 26th December 2024, 6th February 2025, 31stMarch 2025 the attendance records of the members of the Committee are as follows:
Status
No. ofCommitteeMeetingsentitled
No. of CommitteeMeetingsattended
Mr. Sureshkumar Patel1
Chairman
1
Mr. Baldev Patel1
Member
Mr. Dinesh Patel1
Ms. Hiral Vinodbhai Patel3
4
Mr. Vishwambar Kameshwar Singh2
5
Chairperson
3
Ms. Rina Kumari3
2
Mr. Deepak Rochani Ashokkumar4
NA
1 Mr. Sureshkumar Patel has resigned from the post of chairman of the Audit Committee, Mr Baldev Patel and Mr Dinesh Patelhas resigned from the post of the member of Audit Committee w.e.f 29th May, 2024.
2 Ms. Hiral Vinodbhai Patel has been appointed as the chairperson of Audit Committee, Mr. Vishwambar Kameshwar Singh andMs. Rina kumari has been appointed as member of the Audit Committee w.e.f 29th May,2024.
3. Ms. Rina Kumari changed her designation to chairperson w.e.f 29th October, 2024 and Ms. Hiral Vinodbhai Patel Changed herdesignation to Member w.e.f 29th October, 2024 and Ms. Hiral Vinodbhai Patel has resigned w.e.f 27th June, 2025.
4 Mr. Deepak Rochani Ashokkumar has been appointed as Member of the Audit Committee w.e.f. 27th June, 2025.
During the year under review, meetings of the members of the Nomination and Remuneration committee,as tabulated below, was held on, 29th May 2024, 28th October 2024 and the attendance records of themembers of the Committee are as follows:
No. of CommitteeMeetings entitled
No. of CommitteeMeetings attended
Mr. Manish Patel1
1. Mr. Sureshkumar Patel has resigned from the post of chairman of the Audit Committee, Mr Baldev Patel and Mr Dinesh Patelhas resigned from the post of the member of Audit Committee w.e.f 29th May, 2024.
2. Ms. Hiral Vinodbhai Patel has been appointed as the chairperson of Nomination and Remuneration Committee, Mr. MurlidharJoshi and Ms. Rina kumari has been appointed as member of the Nomination and Remuneration Committee w.e.f 29 th
May,2024.
4. Mr. Deepak Rochani Ashokkumar has been appointed as Member of the Nomination and Remuneration Committee w.e.f. 27thJune, 2025.
During the year under review, meetings of members of Stakeholders' Relationship committee as tabulatedbelow, was held on 14th August, 2024 and the attendance records of the members of the Committee are asfollows:
2. Ms. Hiral Vinodbhai Patel has been appointed as the chairperson of Stakeholders' Relationship Committee, Mr. Murlidhar Joshiand Ms. Rina kumari has been appointed as member of the of Stakeholders' Relationship Committee w.e.f 29th May, 2024.
3. Ms. Rina Kumari changed her designation to chairperson w.e.f 29th October, 2024 and Ms. Hiral Vinodbhai Patel Changed herdesignation to Member w.e.f 29th October, 2024 and Ms. Hiral Vinodbhai has resigned w.e.f 27th June, 2025.
4. Mr. Deepak Rochani Ashokkumar has been appointed as Member of the of Stakeholders' Relationship Committee w.e.f. 27thJune, 2025.
The Company has always been committed to provide a safe and conducive work environment to its employees.Your Directors further state that during the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by theInternal Complaints Committee as constituted by the Company.
The following no. of complaints was received under the POSH Act and the rules framed thereunder during theyear:
a. Number of complaints filed during the financial year - NIL
b. Number of complaints disposed of during the financial year - NIL
c. Number of complaints pending as on end of the financial year - NIL
The Directors are pleased to report that the relations between the employees and the management continued toremain cordial during the year under review
According to information and explanation given to us, the Central Government has not prescribed maintenance ofcost records under section 148(1) of the Act in respect of activities carried out by the Company.
As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company hasestablished connectivity with both the Depositories i.e., National Securities Depository Limited ("NSDL") andCentral Depository Services (India) Limited ("CDSL") and the Demat activation number allotted to the Companyis ISIN: INE422G01015. Presently shares are held in electronic and physical mode.
During the year under review, there were no applications made or proceedings pending in the name of theCompany under the Insolvency and Bankruptcy Code 2016.
42. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING LOAN FROM THE BANKS ANDFINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of Loans taken from Banks and FinancialInstitutions.
Your Directors would like to express their sincere appreciation for the co-operation and assistance received fromthe Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other
business associates who have extended their valuable sustained support and encouragement during the yearunder review.
Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for thecommitment displayed by all executives, officers and staff at all levels of the Company. We look forward for thecontinued support of every stakeholder in the future.
Block-D-Shop No.108 Sumel Business Hemo Organic Limited
Park-7, Near Sona Ni Chali RakhialAhmedabad-380023, Gujarat, India.
Place: Ahmedabad Murlidhar Joshi Vishwambar Kameshwar Singh
Date: 13th August, 2025 Director & CFO Managing Director
DIN: 09819849 DIN:09822587