ayoki merchantile ltd Directors report

Dear Members,

Your Directors have immense pleasure in presenting the 39^th Report of the Board of Directors ("Board") on the business and operations of the Company, together with Financial Statements for the Financial Year ended 31^st March 2023.

1. FINANCIAL HIGHLIGHTS:

Your Companys financial performance for the year ended 31^st March, 2023 is as below:

Particulars	Year Ended 31st March, 2023	Year Ended 31st March, 2022
Revenue from Operation	13.50	16.39
Other Income	0.15	0.12
Total Income	13.65	16.51
Cost of Materials consumed	-	1.02
Employees Benefit Expenses	10.03	10.03
Administrative & Other Expenses	6.50	6.07
Depreciation and Amortization Expenses	-	-
Total Expenses	16.53	17.12
Profit / Loss Before	(2.88)	(0.61)
Profit / Loss from ordinary activities before Finance Cost	-	-
Finance Cost	-	-
Profit / Loss from ordinary activities after Finance Cost	-	-
Current Tax	-	-
Excess Tax Provision for Earlier Year & Deferred Expenses	0.22	-
Deferred Tax	-	-
Profit / (Loss) for the year	(3.10)	(0.61)
Paid up Equity Share Capital	24.50	24.50
Earnings per share	(1.27)	(0.25)

2. RESULTS OF OPERATIONS AND THE STATE Merchantile Limited, atOF COMPANYS AFFAIRS & FUTURE OUTLOOK:

During the year under review, the Company has made a loss of Rs. (3.10) lakhs. During the year, there was change in the control & management of the Company. Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

The entire Board &KMP were changed at meeting held on 11^th August, 2023, as there has been change in the control & management of the Company. The Acquirers namely (1) Yatin Sanjay Gupte (2) Sheetal Bhalerao (3) Wardwizard Solutions India Private Limited (4) Wardwizard Medicare Private Limited has made an open offer for acquisition of up to 1,47,000 (One Lakh Forty-Seven Thousand) Equity Shares, representing

60.00% (Sixty Percent) of the Voting Share Capital price of Rs.ofAyoki 10.00/- (Rupees Ten Only) per Equity Share, to the Public Shareholders of the Target Company. Since the Acquirers has kept the 100% consideration in the escrow account. Hence as per SEBI (SAST) Regulations, 2011, the entire board & management can be changed.

The Acquirers are acquiring the management & been changed in control of the Company from the existing board of directors under SEBI (SAST), Regulations, 2011 & amended from time to time, pursuant to open offer.

The Board of Directors of the Company in its meeting held on 11^th August, 2023 had approved the change name of the Company from "Ayoki Merchantile Limited" to "Wardwizard Healthcare Limited" or any other such name/s as may be approved by the regulatory authorities under the

Companies Act, 2013 or any other rules, laws, acts, statutes or regulations as may be applicable to the Company and alteration of Memorandum and Articles of Association of the Company.

After the acquisition and having control of company, new Management proposes to change its Main Objects which are to be taken up by the company. The Board is considering healthcare related objects to be pursued such as provision of medical facilities/treatment, multi-speciality hospitals, medical/para medical educational institutions, research/technology labs etc. and to manufacture, formulate, process, develop, refine, import, export, trade all kinds of pharmaceuticals, antibiotics, drugs, medicines, biologicals, healthcare, ayurvedic and dietary supplement products, medicinal preparations, vaccines and subject to shareholders and Regulatory bodies approval/s.

3. SHIFTING OF REGISTERED OFFICE AND CORPORATE OFFICE OF THE COMPANY:

The Board of Directors of the Company in its meeting held on 11th August, 2023 hasdecided to change the Registered Office of the company e and Laxmi Commercial Centre, Room No. 405, 4th Floor, Senapati Bapat Marg, Dadar (W), Mumbai, Maharashtra, 400028 to 1st Floor Shri Sai Aashirwad Building, Ghantali Devi Road, Near Sai Baba Temple, above Thane Medico, Naupada Thane - West 400602 Maharashtra, India with effect from 11th August, 2023, subject to shareholders approval. The proposed shifting of registered office of the Company is within same state, but different district.

Offi Further, the Corporate be situated at 11, Windward Business Park, Opp. Aadicura Hospital, Jetalpur Road, Vadodara, Gujarat- 390007, India and books of accounts and statutory registers of the Company will also be maintained at the Corporate Office of the Company, wherein KMP, Directors and major department will be functioning from the Corporate management is based in Vadodara.

4. LISTING OF EQUITY SHARES:

The Companys equity shares are listed on The BSE Limited (Scrip Code: 512063).

The Company has paid the Annual Listing the FY 2022- 2023 to the said Stock Exchange as required.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED DURING THE FINANCIAL YEAR:

There has been no material change and commitment affecting the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

6. MATERIAL ORDERS PASSED BY THE REGULATORS OF COURTS OR TRIBUNALS IMPACTING THE COMPANYS OPERATION IN FUTURE:

No such material order has been passed by the nutraceuticals, Regulators or Court or Tribunals having adverse effect on the operation of the Company in future.

7. CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM:

In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM and Annual Report has been uploaded on the website of the Company at https://www.ayokimerchantile.com/annual- Report can also report.php. The be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com .

Electronic copy of the Notice for the AGM and the Annual Report for the FY 2022-2023 are being sent to all the Members whose e-mail ids are registered with the Company/Depository Participants("DP"). Dispatching of physical copies of the Financial Statements (including Boards Report, Auditors Report or other documents required to be attached therewith), has been dispensed with. Such Statements are being sent only by email to the Members and to all other persons so entitled.

8. DIVIDEND

In view of continuing losses, your Directors have not recommended Dividend for the Financial Year 2022-2023.

Fees for

9. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate financial controls commensurate with its size, scale and complexity of operations financial statements. Internal financial controls the Company are also similarly commensurate. Comprehensive policies, guidelines and procedures are laid down for all business processes. These have been designed to provide reasonable assurance about recording and providing reliable financials information, ensuring integrity in conducting business, accuracy and completeness in maintaining accounting records and and detection of frauds and errors.

Your company ensure adherence to all internal control policies and procedures as well as compliance with all regulatory guidelines.

During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed and the Audit Committee of Board of Directors reviews the adequacy of internal controls, further the Audit Committee also monitors the status of management actions emanating from internal audit reviews.

10. ACCEPTANCE OF PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits from the public or its employees within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 in terms of Chapter V of the Companies Act, 2013. Hence, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

11. DETAILS OF TRANSFER TO RESERVES

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Year under review, in absence of any profits, the Board is not considering any transfer of reference amount to General Reserves, Mandatory transfer to its to general reserve is not required under the Companies Act, 2013.

12. UNCLAIMED DIVIDEND AND SHARES TO THE

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Since there was no unpaid / unclaimed Dividend declared and paid in previous year, the provisions of Section 125 of the Companies Act, 2013 is not applicable to the Company.

13. SHARE CAPITAL

The Companys paid-up equity share capital as on 31^st March, 2023 was Rs. 24.50 lakhs.

14. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

COMPANIES

During the year under review, there are no subsidiaries, associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013. Pursuant to the provisions of Companies Act, 2013.

15. Corporate Governance

The paid-up Equity Capital and the Net worth of the company as on the last day of the previous year i.e., 31^st March 2023 was Rupees 24.50 Lakhs and Rupees 4.90 Lakhs respectively which is below the value as prescribed limit i.e. 10 crores and 25 crores respectively in the relevant provisions of Regulation 27(2) of the SEBI (Listing Disclosures Requirements) Regulations 2015. Hence Corporate Governance provisions are not applicable to the company.

The entire Board of the Company has undergone changes, pursuant to change in the management ofthe Company. The details of Directors appointed & resigned during the year are as follows:

DIRECTORS

Sr. No.	DIN/PAN	Name of Director	Designation	Original date of Appointment	Date of Cessation
1	08069899	Joydeep Mazumder	Whole time Director and Managing Director	14/11/2019	11/08/2023 (after closing of business hours)
2	02493057	Munmun Mandal	Non-Executive Non Independent Director	14/11/2019	11/08/2023 (after closing of business hours)

 

3	02745549	Subhendu Saha	Non-Executive Independent Director	04/12/2020	11/08/2023 (after closing of business hours)
4	07390226	Dipankar Majumder	Non-Executive Independent Director	20/05/2022	11/08/2023 (after closing of business hours)
5	07977610	Adipta Majumder	Non-Executive Non Independent Director	13/02/2020	11/08/2023 (after closing of business hours)
6	08535397	Ankita Chanda	Non-Executive Independent Woman Director	13/08/2019	11/08/2023 (after closing of business hours)
7	06741475	Gaurav Jayant Gupte	Additional Executive Director/ Managing Director	11/08/2023
8	07261150	Yatin Sanjay Gupte	Additional Non-Executive Non- Independent Director	11/08/2023
9	06453413	Sheetal Mandar Bhalerao	Additional Non-Executive Non- Independent Director	11/08/2023
10	10176412	Dharmendra Ramabhai Bhaliya	Additional Non-Executive Independent Director	11/08/2023
11	10177722	Mansi Jayendra Bhatt	Additional Non-Executive Independent Woman Director	11/08/2023
12	09141815	Kamal Ashwinbhai Lalani	Additional Non-Executive Independent Director	11/08/2023

DIRECTORS LIABLE TO RETIRE BY ROTATION

During the current year, there has been change in Management and control, however the entire Board has undergone changes, hence there is no director liable to retire by rotation.

KEY MANAGERIAL PERSONNEL

The Company has following persons as Key Managerial Personnel under the Companies Act, 2013:

Name	Designation
1 Mr. Joydeep Mazumder	Whole time Director and Managing
(Resignation w.e.f. 11th August, 2023 after closing of business hours	Director
2 Mr. Gaurav Jayant Gupte	Additional Executive Director/ Managing
(Appointed i.e. 11th August, 2023)	Director
3 Mr. Partha Saha	Chief financial officer (CFO)
(Resignation w.e.f. 11th August, 2023 after closing of business hours)
4 Mrs. Mittalben Patel	Chief financial officer (CFO)
(Appointed w.e.f 11th August, 2023)
5 Mr. Gouranga Lal Kundu	Company Secretary/ Compliance Officer
(Resignation w.e.f. 31st August, 2023 after closing of business hours)
6 Mr. Dharmesh Chauhan (Appointed w.e.f. 04th September, 2023s)	Company Secretary/ Compliance Officer

Regular meetings of the Board are held at least once in a quarter inter-alia to review the quarterly results of the Company and to discuss and decide on various business policies strategies and other businesses. During the year under review, Board of Directors of the Company met 4 (Four) times, and the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations. The Board meetings held on 20th May 2022, 12^th August 2022, 14^th November, 2022 and 31^st January, 2023 during the year.

Details of the attendance of the Directors at the Board meetings held during the year ended 31^st March 2023 are as follows:

Name of the Director	Number of Board Meetings
	Held	Attended
Mrs. Munmun Mandal	4	4
Mr. Subhendu Saha	4	4
Mrs. Adipta Majumder	4	4
Mr. Joydeep Mazumder	4	4
Mrs. Ankita Chanda	4	4
Mr. Dipankar Majumder	3	3

18. DIRECTORS RESPONSIBILITY STATEMENT

AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirms:

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that the Directors have 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 i.e. 31^st March 2023 and of the loss of the Company for that period;

iii) that the Directors have 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;

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31^st March 2023 on a going concern basis;

v) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

19. DECLARATION BY INDEPENDENT

DIRECTORS

Independent Directors of Company have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent Director during the year.

In the opinion of the Board, all the Independent Directors are well experienced business leaders. Their vast experience shall greatly benefit the Company. Further, they possess integrity and relevant proficiency which will bring tremendous value to the Board and to the Company.

20. MEETING OF INDEPENDENT DIRECTORS.

A separate meeting of the Independent Directors was held on 30^th March, 2023; as per the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Regulation 25(3) of Listing Regulations; in which the following matters were considered:

? Evaluation of the performance of Non-Independent Directors and the Board of Directors

? Evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- ? Evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction the Directors and the Board as a whole.

21. COMPOSITION OF THE COMMITTEES AND ITS MEETINGS

(a)Audit Committee

The Audit Committee comprises of following Directors:

Name of the Director	Position	Designation on Board	Remarks
Mr. Dipankar Majumder	Chairman	Non- Executive, Independent Director	(Resigned i.e., 11th August, 2023)
Mr. Subhendu Saha	Member	Non- Executive, Independent Director	(Resigned i.e., 11th August, 2023)
Mr. Joydeep Mazumder	Member	Executive Director/Managing Director	(Resigned i.e., 11th August, 2023)
Mrs. Mansi Jayendra Bhatt	Chairperson	Additional Non-Executive Independent Woman Director	(Appointment i.e., 11th August. 2023)
Mr. Kamal Ashwinbhai Lalani	Member	Additional Non-Executive Independent Director	(Appointment i.e., 11th August. 2023)
Mr. Dharmendra Ramabhai Bhaliya	Member	Additional Non-Executive Independent Director	(Appointment i.e., 11th August. 2023)
*Mr. Yatin Sanjay, Gupte	Member	Additional Non-Executive Non Independent Director	(Replaced pursuant to Reconstitution dated 31st August, 2023)
*Mr. Gaurav Jayant Gupte	Member	Additional Executive/ Managing Director	(Appointment i.e., 31st August. 2023)

* Mr. Yatin Gupte, Additional Non-Executive Non Independent Director was appointed in Audit Sanjay, Committee pursuant to Board Meeting held on 11 ^th August, 2023, Subsequently at the Board Meeting held on 31^st August, 2023 he was replaced by Mr. Gaurav Jayant Gupte, Additional Executive Director, as member of the Committee w.e.f 31 ^st August, 2023.

During the period, the Audit Committee met (Four) times on 20th May 2022, 12th August 2022, 14th November, 2022, and 31st January, 2023

(b) Nomination, Remuneration andCompensation Committee

The Nomination, Remuneration and Compensation Committee comprises of the following Directors:

Name of the Director	Position	Designation on Board	Remarks
Mr. Dipankar Majumder	Chairman	Non- Executive, Independent Director	(Resigned i.e., 11th August, 2023)
Mr. Subhendu Saha	Member	Non- Executive, Independent Director	(Resigned i.e., 11th August, 2023)
Mr. Joydeep Mazumder	Member	Executive Director/Managing Director	(Resigned i.e., 11th August, 2023)
Mr. Dharmendra Ramabhai Bhaliya	Chairman	Additional Non-Executive Independent Director	(Appointment i.e., 11th August. 2023)
Mrs. Sheetal Mandar Bhalerao	Member	Additional Non-Executive Non- Independent Director	(Appointment i.e., 11th August. 2023)
Mrs. Mansi Jayendra Bhatt	Member	Additional Non-Executive Independent Woman Director	(Appointment i.e., 11th August. 2023)
Mr. Kamal A Lalwani	Member	Additional Non-Executive Independent Director	(Appointment i.e., 11th August. 2023)

During the period the Nomination, Remuneration and Compensation Committee met 1 (One) times on 20^th May, 2022.

(c) Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of following Directors:

Name of the Director	Position	Designation on Board	Remarks
Mrs. Ankita Chanda	Chairperson	Non-Executive Independent Woman Director	(Resigned i.e., 11th August, 2023)
Mr. Subhendu Saha	Member	Non- Executive, Independent Director	(Resigned i.e., 11th August, 2023)
Mr. Joydeep Mazumder	Member	Executive Director/Managing Director	(Resigned i.e., 11th August, 2023)
Mr. Kamal Ashwinbhai Lalani	Chairman	Additional Non-Executive Independent Director	(Appointment i.e., 11th August. 2023)
Mr. Mansi Jayendra Bhatt	Member	Additional Non-Executive Independent Director	(Appointment i.e., 11th August. 2023)
Mr. Yatin Sanjay Gupte	Member	Additional Non-Executive Non-Independent Director	(Appointment i.e., 11th August. 2023)
Mr. Dharmendra Ramabhai Bhaliya	Member	Additional Non-Executive Independent Director	(Appointment i.e., 11th August. 2023)

During the period the Stakeholders Relationship Committee met 1 (One) times on 20 ^th May, 2022.

22. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution, and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

The evaluation is performed by the Board, Nomination, Remuneration and Compensation Committee and Independent Directors with specific focus on the performance and effective

Directors.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Board and the Nomination, 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

At the board meeting that followed the meeting of the independent directors and meeting of Nomination, Remuneration and Compensation Committee, the performance of the Board, its and individual directors was evaluation of alsodiscussed.Performance independent directors was done by the entire Board, excluding the Independent director being evaluated.

23. FAMILIARIZATION PROGRAMMES:

The Members of the Board of the Company have been provided opportunities to familiarize themselves with the Company, its Management, and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations, and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates onsconditi of their various terms and engagement.

Senior management personnel of the Company presents to the Board Members on a periodical basis, briefing them on the operations of the Company, plans, strategy, risks involved, new initiatives, etc., and seek their opinions and suggestions on the same. In addition, the

Directors are briefed on their specific responsibilities and duties that may arise from time to time.

The Statutory Auditors and Internal Auditors of the Company presents to the Board of Directors on Financial Statements and Internal Controls including presentation on regulatory and Compensation changes from time to

The detail policy on the familiarisation programme is available on the website at www.ayokimerchantile.com.

24. CODE OF CONDUCT:

The Company has laid down a code of conduct which has been effectively adopted by the Board Members and Senior Management Code of Conduct Personnel of the Company.

The detail policy on the Code of Conduct is available on the website at www.ayokimerchantile.com .

25. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER

SECTION 186:

There are no Loans, Guarantees, Investments and Security made during the Financial Year ended 31^st March 2023 as per the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

26. PARTICULARS OF ARRANGEMENTS OR

CONTRACTS WITH RELATED PARTIES AS PRESCRIBED UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

There have been no materiallysignificant related party

Company and the Directors, the management, or the relatives except for those disclosed in the financial statements. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the tion for entering into such contact justifica or arrangement in Form AOC 2 part of the report.

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link is www.ayokimerchantile.com.

27. STATEMENT OF PARTICULARS OF

APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

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

28. ANNUAL RETURN

Annual Return in Form MGT-7 is available on the Companys website, the web link for the same is www.ayokimerchantile.com.

29. CORPORATE SOCIAL RESPONSIBILTY

POLICY n as may According to the provision of Sec. 135 of the Companies Act 2013, companies having a net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during any financial year are required to constitute CSR (Corporate Social Responsibility) Committee. However, your Company does not fall in the above said criteria and hence not required to constitute the said Committee.

30. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS AND OUTGO PURSUANT TO THE PROVISIONS OF SECTION 134(3)(M) OF THE COMPANIES ACT, 2013 (ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014

The information of Conservation of Energy as required under section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts), Rules 2014 along with details of technology absorption and foreign exchange earnings & outgois given and forms part of the Directors report.

31. STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s. Mahesh Udhwani & Associates, Chartered Accountants (Firm registration Number 129738W), appointed as statutory auditors of the Company of this 39th Annual General Meeting till the conclusion of the 44th Annual General Meeting Company.

In accordance with the provisions of the Companies Act, 2013, the Board has appointed M/s. Mahesh Udhwani & Associates, Chartered Accountants, Vadodara, Gujarat with Firm Registration Number 129738W be and are hereby appointed as the Statutory Auditors of the

Company to fill due to resignation of M/s. Falod & Maheshwari, Chartered Accountants, (Firm Registration No FRN 51051W), (pursuant to change in the management of the Company and to fill the casual vacancy) mutually agreed to, between the Board of Directors and M/s. Mahesh Udhwani & Associates, Chartered Accountants, to hold officeofStatutory Auditor w.e.f. 11^th August, 2023 till the conclusion of 44 ^th Annual Meeting to ratification of their appointment at every Annual General Meeting).

M /s. Mahesh Udhwani & Associates, Chartered Accountants have signified their assent and to be appointed as Statutory Auditors in terms of the provisions of Section 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014. The firm obligations in adherence to recognized auditing standards and periodically certifies its independence from the management.

32. INTERNAL AUDITORS:

M/s. V R A J M & ASSOCIATES (Formerly known as Dalal Shastri Rana & Company,) Chartered Accountants (Firm Registration

No. 121458W) has been appointed as Internal Auditors under Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014 as an Internal Auditor of the Company for the Financial Year 2023-2024 at remuneration as may be mutually agreed between the Internal Auditor and Board of Directors dated 11^th August, 2023 and subsequently there is change in name of the firm i.e M/s. V R A J M & Associates (Formerly Known as M/s. Dalal Shastri Rana & Co.).

33. AUDITORS REPORT:

They have audited the statements of the Company for the year under review. The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are self-explanatory and therefore, do not require further explanation under Section 134 of the Companies Act, 2013.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, adverse remark.

34. SECRETARIAL AUDITORS REPORT:

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of the Company has appointed Mr. Debasish Mukherjee, Practicing Company Secretary (Certificate of Practice No. 5323), as Secretarial Auditor to conduct an audit of the secretarial records. The Company has received consent from Mr Debasish Mukherjee to act as the auditor for conducting audit of the Secretarial records. The Secretarial Audit Report for the financial year ended 31st March, 2023 is set out in the Annexure to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

None of the Auditors of the Company have reported any fraud as under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

However due to Change in Management & Control of the Company, the Company has changed the Secretarial Auditor from Mr Debasish Mukherjee to Mrs. Pooja Amit Gala in its board meeting held on 12^th May, 2023.

A Secretarial Audit Report for the year ended 31st March, 2023 in prescribed form duly audited by the Practicing Company Secretary Mr Debasish Mukherjee is annexed herewith and forming part of the report. There are no

Secretarial Audit Report issued by the above-named firm, hence doesnt require any comments from the Director on the same.

35. ANNUAL SECRETARIAL COMPLIANCE

REPORT:

The paid-up Equity Capital and the Net worth of the company as on the last day of the previous year i.e., 31st March 2023 were Rupees 24.50 Lakhs and Rupees 4.90 Lakhs respectively which is below the reservation, or value as prescribed limit i.e., 10 crores and 25 crores relevant provisions of Regulation 27(2) of the SEBI

(Listing Obligations & Disclosures Requirements) Regulations 2015. Hence Annual Secretarial compliance report is not applicable to the company.

36. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Directors or Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

37. PREVENTION OF INSIDER TRADING

CODE:

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed a Company Secretary as Compliance setting forth procedures implementing of the code for trading in Companys securities. During the under review, there has been due compliance with the said code.

38. COST AUDIT AND COST RECORDS:

During the financial year 2022-23; the provisions of Companies Act, 2013 are not applicable to the Company.

39. VIGIL MECHANISM (WHISTLE BLOWER

POLICY):

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Companys Whistle Blower Policy.

The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism for the Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate victi safeguards against the employees who avail of the mechanism and provides direct access to the Chairperson of the Audit exceptional cases. It personnel of the Company have been denied access to the Audit policy of vigil mechanism is available on the Companys website.

The Whistle Blower Policy aims for conducting the affairs in a fair transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. All employees of the Company are covered under the Whistle Blower Policy.

The brief detail about this mechanism may be accessed on the Companys website at the weblink: www.ayokimerchantile.com

40. COMPLIANCE:

The Compliance function of the Company who is responsiblefor is responsible for independently ensuring that operating and business units comply with the regulatory and internal guidelines. The Compliance Department of the Company pivotal role in ensuring accordance withcompliance the directives issued by the the Board of Directors and the Companys 148 of Compliance Policy. The Audit Committee The reviews the performance of the Compliance Department and the status of compliance with the regulatory or internal guidelines on a periodic basis. New instructions and guidelines issued by the regulatory authorities were disseminated across the Company to ensure that the business and functional units with the boundaries set up by the regulators and that the compliance risks are suitably monitored and course of their

41. DISCLOSURE UNDER THE SEXUAL

HARASSMENT OF WOMEN AT WORKPALCE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual in harassment at workplace in line with the that no provisions of the Sexual Harassment of Women at Workplace (Prevention, . TheProhibition and Redressal) Act, 2013 and the Rules thereunder. During the Financial Year 2022-23, the Company has not received any complaints of sexual harassment.

42. STATUTORY DISCLOSURES:

A copy of audited financial statements of the said Company will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the FY 2022-23 is attached to the Balance Sheet.

43. CREDIT RATING:

The Company has not issued any debt instruments and does not have any Fixed Deposit Programme or any scheme or proposal involving mobilization of funds in India or abroad during the financial year ended 31^st March, 2023.

Hence during the Year there was no requirement to obtain such Credit Ratings.

44. MANAGEMENT DISCUSSION AND

ANALYSIS REPORT:

The Management Discussion and Analysis Report, which gives a detailed account of Company state of s

Report.

45. INDIAN ACCOUTING STANDARD, 2015:

The annexed financialstatements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 133 of the Act, Companies

(Indian Accounting Standards) and other relevant provisions of the Act.

46. RBI GUIDELINES :

The Company being not accepting deposits, will not fall under the category of NBFC to comply with all the requirements prescribed by the Reserve Bank of India, from time to time as applicable to forms it. a part of this Annual

47. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the shareholders, consumers and banks for their continue d support.

On behalf of the Board of Directors

For Ayoki Merchantile Limited

SD/-

Gaurav Jayant Gupte

Managing Director

DIN: 06741475

SD/-

Yatin Sanjay Gupte

Additional Non-Executive Non Independent Director

DIN: 07261150

Date: 31^st August, 2023

Place: Vadodara