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Emmessar Biotech & Nutrition Ltd Management Discussions

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Emmessar Biotech & Nutrition Ltd Share Price Management Discussions

E-Commerce and a Digital Marketing platform have been created and are waiting activation. Activation shall be done as soon as suf icient inventories are built up for the products that are likely to be in demand in the initial launch.

ANNEXURE - A SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members of

Emmessar Biotech & Nutrition Limited

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Emmessar Biotech & Nutrition Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon. Based on my veri ication of Emmessar Biotech & Nutrition Limiteds books, papers, minute books, forms and returns iled and other records maintained by the Company and also the information provided by the Company, its of icers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the inancial year ended March 31, 2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns iled and other records maintained by the Company for the inancial year ended on March 31, 2023 according to the provisions of:

1 The Companies Act, 2013 (the Act) and the rules made there under;

2 The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made there under

3 The Depositories Act, 1996 and the Regulations and bye-laws framed there under;

4 The provisions of Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial borrowings were not applicable to the Company during the inancial year under report;

5 The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

6 Provisions of the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,1992 (‘SEBI Act) were not applicable to the Company during the inancial year under report:-a. The Securities and Exchange Board of India (Issue of Capital and Disclosure requirements) Regulations, 2018;

b. The Securities and Exchange Board of India (Share Based Employee Bene its) Regulations,2014;

c. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008;

d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client;

e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

f. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; I further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test check basis, the Company has complied with the following laws applicable speci ically to the Company: i Food Safety and Standard Act, 2006. ii Drugs and Magic Remedies (Objectionable Advertisement) Act, 1954. iii Drugs and Cosmetics Act, 1940. iv Narcotic Drugs and Psychotropic Substances Act, 1985. v The Patents Act, 1970. vi The Trademarks Act, 1999.

I have also examined compliance with the applicable clauses of the following:

1 Secretarial Standards issued by The Institute of Company Secretaries of India.

2 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above. I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clari ications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

MOHD AKRAM

PRACTISING COMPANY SECRETARY

UDIN: A022589E000327465

ACS NO 22589 C P NO 9411

Place: Mumbai Date: 18/05/2023

Note: This report is to be read with our letter of even date that is annexed as Annexure - I and forms an integral part of this report.

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