felix industries ltd Directors report

Dear Members,

Your Directors have pleasure in presenting the 11^thAnnual Report of your Company together with the Audited Financial Statements of Accounts for the financial year ended 31^stMarch, 2023.

I. FINANCIAL RESULTS:

The audited financial statements of the Company as on 31^stMarch 2023, are prepared in accordance with the relevant applicable Accounting Standards and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below: (In Lakhs)

Particulars	Year ending on 31st March, 2023	Year ending on 31st March, 2022
Sales	1938.04	1238.25
Other Income	5.67	0.75
Total Income	1943.72	1239.00
Less: Expenditure	(1800.69)	(1108.09)
Profit/Loss before interest, depreciation and tax	219.24	179.26
Less: Interest	51.02	22.04
Less: Depreciation & Amortization cost	25.20	14.51
Profit/ (Loss) before Tax	143.02	130.90
Less: Tax Expense	(25.99)	(48.00)
Profit/ (Loss) after Tax	117.03	82.90

II. HIGHLIGHTS OF THE FINANCIAL SUMMARY:

During the year 2022-23, the Gross total income of the Company was higher than previous year by Rs.699.79 Lacs representing an increase of 56.51% whilst the Net revenue (Total income) of the Company was increased by Rs.704.72 showing growth of over by 41.17% over previous financial year.

Operating profit (EBIDTA before exceptional items) was increased by Rs.12.12 Lacs showing growth of 9.25% over previous year whilst the Net profit of the Company was increased by Rs.34.13 Lacs registered showing growth of 41.17% over previous year.

III. STATE OF COMPANYS AFFAIR :

During the year under review, the company has made a net profit and the management is optimizing that the growth of the company will be on better track and doing well in the upcoming Financial Year. As, the Company has good orders in hand and Directors of your company are expecting to achieve much more net profit during the year Financial Year in comparing to the Previous Financial Year.

Further, in view of financial aspects, the position of the company is better than earlier and its compete to complete the order in hand in upcoming period of time in easy and smooth manner.

IV. DIVIDEND:

In order to conserve the resources for the future, the Board of Directors has not recommended any dividend for the year

V. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended March 31, 2023.

VI. SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS

Subject to the applicable Provisions of the Companies Act, 2013 read with various Circulars and notifications issued from time to time, all documents, including the notice and Annual Report will be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members.

VII. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provision of Section 125 of the Companies Act, 2013 is not applicable to the company.

VIII. CHANGE IN THE NATURE OF THE COMPANYS BUSINESS:

During the year under review, there was no any change in the nature of the companys business.

IX. CHANGE IN THE SHARE CAPITAL OF THE COMPANY: Authorised Capital

During the year under review, the authorized capital of the company has increased from Rs.5,20,00,000/- (Rupees Five Crore Twenty Lakhs Only) divided into 52,00,000 (Fifty two lakhs Only) Equity Shares of Rs.10/- only (Rupees Ten Only) to Rs.13,00,00,000 /- (Rupees Thirteen Crores Only) divided into 1,30,00,000 (One Crore Thirteen Lakhs) Equity Shares of 10/_ (Rupees Ten Only)

Issued, Subscribed & Paid-up Capital

The Issued, Subscribed and Paid Up Capital of the company is 5,09,30,000/- (Fifty Lakhs Ninety Three Thousand Only) Equity Shares of 10/- Only( Rupees Ten Only).

X. ISSUE OF 73,50,000 CONVERTIBLE WARRANTS

The Company has issued 73,50,000 (Seventy Three Lakhs Fifty Thousand Only) Fully Convertible Warrants("Warrants) each convertible into, or exchangeable for 1 (one) fully paid-up equity share of the Company having face value of 10/- ( Rupees Ten Only) ("Equity Share") each at an issue price of 41/- per Warrant including premium of 31/- each on 16^th November, 2022 on preferential basis. The Company has obtained approval from shareholders vide Extra Ordinary General Meeting of the held on 12^th December, 2022.

XI. DETAILS OF UTILIZATION OF FUND RAISED THROUGH PREFERENTIAL / STATEMENT OF DEVIATION

There is no deviation or variation in the use of funds raised through Preferential Issue of Convertible Warrants from the objects stated in the Explanatory Statement to the Notice of Extra Ordinary General Meeting of the Company dated December 12,2022.

Original Object	Modi_ed Object, if any	Original Allocation	Modi_ed allocation, if any	Funds Utilised	Amount of Deviation/ Variation for the quarter according to applicable object	Remarks if Any
To further strengthen the Companys capital base and to augment the long- term resources for meeting funding requirements of its business activities including future expansion plans/ activities, financing the future growth opportunities, to meet working capital requirements and to meet general corporate purposes.	N.A.	Rs . 753.36 Lakhs (25% of Rs.3013.50 Lakhs)	N.A.	Rs.753.36Lakhs	NIL	None

XII. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company do not have Subsidiary, Joint venture or Associate Company for the financial year ended on March 31, 2023 and a statement containing the salient features of financial statement of our subsidiary in form AOC-1 is a not required to attach this report. Further, the Company has one subsidiary namely Felix Industries SPC which was incorporated after the March 31, 2023.

XIII. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force). Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

XIV. MATERIAL CHANGES AND COMMITMENT:

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

XV. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the period under review, no material or serious observation has been received from the Internal Auditors of the Company for ine_ciency or inadequacy of such controls.

XVI. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

There are no any significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

XVII.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has complied with the applicable provisions of Section 186 of the Act during the year. Pursuant to Section 186 of the Act, details of the Loans and advances made by the company are provided in Note 17 of the Financial Statement.

During the year, the Company has not given any guarantee or provided security in connection with the loan to any other body corporate or person or made any investments.

XVIII. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, as amended from time to time, the Company has a policy on Related Party Transactions which is approved by the Board which inter-alia defines the process for identifying, reviewing, approving and monitoring of Related Party Transactions. The policy was revised pursuant to the amendment of SEBI Listing Regulations and the same is available on the Companys website at www.felixindustries.co.

During the financial year 2022-23, there have been no material significant related party transactions that may have potential conflict with the interest of the Company at large. Further Company did not enter into any contracts or arrangements with related parties in terms of Section 188(i) of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Actin Form AOC-2 is not applicable to the company for FY 2022-23 and hence does not form part of this Annual Report. However, the Company submits details of related party transactions on a consolidated basis as required in the notes to the standalone financial statements.

XIX. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as "Annexure-A".

XX. SECRETERIAL STANDARDS

The Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.

XXI. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: [A] Consumption Of Energy & Technology Absorption:

The details as required under Section 134 (3) (m) of the Companies Act, 2013, in respect of Conservation of Energy, Technology Absorption are provided in "Annexure-B" of this report.

[B] Foreign Exchange Earning & Outgo :

Foreign Exchange Earning: NIL (Value of exports in FOB Basis) Foreign Exchange Outgo : NIL

XXII. REGISTRAR AND SHARE TRANSFER AGENT OF THE COMPANY:

M/s. Big Share Services Pvt. Ltd. is its registrar and share transfer agent of the company.

XXIII. PROFILE OF DIRECTORS SEEKING APPOINTMENT/RE_APPOINTMENT

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Directors retiring and seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening 11^th Annual General Meeting.

XXIV. DIRECTORS AND KEY MANAGERIAL PERSONNEL a. Composition of Board

Name of Directors	Designation	Category	No. of Board Meeting held during the year	No. of Board Meeting attended during the year
Mr. Ritesh Vinay Patel	Managing Director	Promoter Executive	9	9
Mr. Vinay Rajnikant Patel	Whole Time Director and CEO*	Promoter Executive Director	9	9
Mrs.Mayuri Vinay Patel	Director	Non- Executive Director	9	9
		Non- Independent Director
Mr. Kashyap Shah	Director	Non-Executive Independent	9	6
Mrs.NiveditaDinkar	Director	Non-Executive Independent	9	4

b. Key Managerial Personnel:

Pursuant to the provision of section 203 of the Companies Act,2013 ( ‘the Act,) Mr. Ritesh Patel, Managing Director, Mr. Vinay Rajnikantbhai Patel CEO & Whole-time Director and Mr. Uday C. Shah, Chief Financial Officer of the Company are the key managerial personnels of the company on 31.03.2023.

Mr. Pranavkumar Patel Company Secretary& Compliance Officer resigned w.e.f. 20^th April, 2023 and Mrs. Hena Harshal Shah is appointed as Company Secretary & Compliance Officer of the Company w.e.f 02^nd June, 2023.

c. Appointment/Resignation of Directors

Mr. Ritesh Vinay Patel, was appointed as a Managing Director of the Company w.e.f 13^th August, 2022 for a period of 3 years.

Mr. Kashyap Hasmukhlal Shah was re-appointed as Independent Director of the company for a period of 5 years for the period commencing from June 10, 2022 to 09^th June, 2027.

d. Retirement by rotation and subsequent re-appointment:

Mr. Vinay R. Patel (DIN: 08377751) is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of Company and being eligible have offered herself for reappointment. Appropriate resolutions for the re-appointment are being placed for your approval at the ensuing AGM. The brief resume of the Directors and other related information has been detailed in the Notice convening the 11^thAGM of your Company.

e. Declaration of Independence:

Mr. Kashyap H. Shah and Ms. Nivedita Dinkar were the Independent Directors of the company during the financial year ended on March 31, 2023.The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time being in force).

The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertise and they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of theBoard / Committee of the Company.

f. Evaluation of Boards Performance:

Pursuant to the Provisions of the Companies Act, 2013and Regulation 17 of SEBI Listing Regulations, the Board has carried out the annual performance evaluationof its own performance, performance of the Chairman, the Committees and independent Directors without Participation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separate meeting without the presence of any non-independent directors and management and considered and evaluated the Boards performance, performance of the Chairman and other non-independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director.

g . Meeting of Board and Committee

The Board of Directors of the Company met (7 ) six times during the financial year ended March 31, 2023, on 25th May, 2022, 14^th June, 2022, 13th August, 2022, 09th November, 2022, 16th November, 2022, 04th January, 2023 and 25th February, 2023.Details of attendance of meetings of the Board and its Committees are included in this report. The Independent Directors met on 25^th February, 2023 during the financial year under review. The Meeting was conducted in an informal manner without the presence of the Chairman, Executive Directors, Chief Financial officer, Company Secretary and any other Managerial Personnel.

k. Board Committees

As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board of Directors has (a) Audit Committee (b) Nomination and Remuneration Committee and (c) Stakeholders Relationship Committee. A detailed note on the composition of the Committees, role and responsibilities assigned to these Committees etc. are included in this report.

XXV.POSTAL BALLOT

During the year, pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (including any statutory amendment(s) or re-enactment(s) made thereunder), your Company passed the following resolution through postal ballot as per the details below: Date of Postal ballot Notice: February 25, 2023 Date of declaration of result: April 3, 2023 Voting period: Friday March 03, 2023 to Saturday April 01, 2023 Date of approval: Saturday April 01, 2023

Description of Resolution	Type of Resolution	No. of votes Polled	No. of votes casted in favour	No. of votes casted against
To ratify and take note of the corrigendum dated 15/12/2022 to the notice of extra ordinary General meeting of the company held on 12th December, 2022.	Special Resolution	3927000	3911000	16000
To approve the related party transactions to be entered into by the company with related Parties.	Ordinary Resolution	204000	188000	16000
To increase in threshold of loans/ guarantees, providing of securities and making of Investments in securities under section186 of the companies act, 2013	Ordinary Resolution	3927000	3911000	16000

XXVI. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Directors of our Company confirm that: a) In the preparation of the annual accounts for the financial year ended 31^st March, 2023, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), have been followed and there are no material departures from the same; b) 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 your Company as at 31^stMarch, 2023 and of the profit and loss of the Company for the financial year ended 31^st March, 2023; c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force) 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; e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

XXVII. EXTRACT OF ANNUAL RETURN:

Pursuant to the Provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at March 31, 2023 is hosted on your Companys website at www. felixindustries.co.

XXVIII. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/activities as mandated by applicable regulations, which concern the Company and need a closer review. The composition and terms of reference of all the Committees are in compliance with the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as applicable. During the year, all the recommendations made by the respective Committees were accepted by the Board. All observations, recommendations and decisions ofthe Committees are placed before the Board for information or for approval. The Board Committees request special invitees to join the meeting, as and when appropriate.

The Company have Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee.

A AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013; • Composition:

The details of composition of Audit Committee are as follows:

Sr. No.	Name	Designation	Position In Committee	No. of meeting held	No. of meetings attended
1.	Mr. Kashyap Shah	Independent Director	Chairman	4	3
2.	Mr. Ritesh Patel	Executive Director	Member	4	4
3.	Mrs.NiveditaDinkar	Independent Director	Member	4	2

The Audit Committee had 04meetings -25^th May, 2022, 09^th November, 2022, 04^th January, 2023 & 25^th February, 2023 during the financial year.

• Terms of Reference

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015and Section 177 of the Companies Act, 2013 as applicable along with other terms as referred by the Board of Directors. The terms of reference of the Audit Committee are broadly as under :

• Oversight of the Companys Financial Reporting Process and the disclosure of its Financial Information to ensure that the Financial

• Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

• Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;

• Examination and reviewing, with the Management, the Annual Financial Statements and Auditors Report thereon before submission to the Board for approval, with particular reference to: i. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of Section 134 (3)(c) of the Act; ii. Changes, if any, in the Accounting Policies and Practices and reasons for the same; iii. Major accounting entries involving estimates based on the exercise of judgment by Management; iv. Significant adjustments made in the Financial Statements arising out of audit findings; v. Compliance with listing and other legal requirements relating to Financial Statements; vi. Disclosure of any Related Party Transactions; vii. Qualifications in the draft Audit Report;

• Reviewing with the Management, the quarterly Financial Statements before submission to the Board for approval;

• Review and monitor the Auditors independence and performance and effectiveness of audit process;

• Approval or any subsequent modification of transactions of the Company with Related Parties;

• Scrutiny of Inter - Corporate Loans and Investments;

• Evaluations of Internal Financial Controls and Risk Management Systems;

• Reviewing with the Management, performance of Statutory and Internal Auditor and adequacy of the internal control systems;

• Reviewing the adequacy of internal audit function and discussion with Internal Auditors of any significant findings and follow up there on;

• Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

• Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• To review the functioning of the Whistle Blower Mechanism;

• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

• Oversight of the Listed entitys financial reporting process and the disclosure of its financial information to ensure that the Financial Statement is correct, sufficient and credible.

_B NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013.

• Composition

The details of composition of Nomination and Remuneration Committee are as follows:

Sr. No. Name	Designation	Position In Committee	No. of meeting held	No. of meetings attended
1. Mr. Kashyap Shah	Independent Director	Member	2	2
2. Mrs.Mayuri Vinay Patel	Non-Executive	Member	2	2
	Director
3. Mrs.NiveditaDinkar	Independent Director	Chairman	2	1

The Nomination & Remuneration Committee had 02 meeting -13^th August, 2022 & 25^th February, 2023 during the financial year. The remuneration has been paid as approved by the Board, in accordance with the approval of the Shareholders and within the overall ceiling prescribed under Section 197 and 198 of the Companies Act, 2013. The Committee comprises of 3 Directors, out of which 2 are Independent Directors. _-, Company Secretary of the Company acted as a Secretary of the Committee.

• Terms of reference:

The broad terms of reference of the Nomination and Remuneration Committee are as under:

• Determination and recommendation of criteria for appointment of Executive, Non-Executive and Independent Directors to the Board;

• Review and approval of compensation / remuneration payable to Senior Management Personnel, Relatives of Directors, Executive and Non-Executive Directors etc. and recommend to the Board for their approval;

• Succession planning for Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment of Directors / Independent Directors based on laid down criteria;

• Examination and evaluation of performance of the Board of Directors and Senior Management Personnel including Key Managerial Personnel based on criteria approved by the Board; The Board has on the recommendation of Nomination and Remuneration Committee framed a policy on directors appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Policy is available on the website of the Company at www.felixindustries.co.

• Policy on Directors Appointment & Remuneration

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The said policy is accessible on the Companys offcial website at www.felixindustries.co.

We afirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

• Performance Evaluation :

Pursuant to the provisions of the Act, Listing Regulations, 2015 and the Remuneration Policy of the Company, the Board of Directors/ Independent Directors/ Nomination and Remuneration Committee (as applicable) has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors including the Chairman of the Board of Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees. Such evaluation is presented to the Nomination and Remuneration Committee and the Board of Directors (as applicable). Directors express their satisfaction with the evaluation process. The Committee while evaluating the performance of the Non-Executive Independent Directors may take into consideration various factors including:

• Attendance and Participation at the Board Meetings, Committee Meetings and Annual General Meeting;

• Other Directorship held by the Non-Executive Independent Directors;

• Input in strategy decisions;

• Review of Financial Statements, risks and business performance;

• Time devoted toward discussion with Management;

• Active participation in long-term strategic planning;

_C STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of Directors was constituted pursuant to the provisions of Section 178(5) of the Companies Act, 2013.

The Stakeholders Relationship Committee was re-constituted in the board meeting held on 12^th February, 2020. The composition of the Audit Committee is in conformity with the provisions of the said section.

• Composition:

The details of composition of Stakeholders Relationship Committee shall comprise;

Sr. No.	Name	Designation	Position In Committee	No. of meeting held	No. of meetings attended
1.	Mr. Kashyap Shah	Independent Director	Chairmen	2	2
2.	Mrs.NiveditaDinkar	Independent Director	Member	2	2
3.	Mr. Ritesh Vinay Patel	Executive Director	Member	2	2

The Stakeholder Relationship Committee had 02 meeting –16^th November, 2022 & 25^thFebruary, 2023 during the financial year.

• Terms of reference:

• Transfer and transmission of shares held by shareholders in physical format;

• Shareholders Compliant viz non-receipt of dividend, annual report, shares after transfer, delays in transfer of shares etc.;

• Status of dematerialization/rematerialization of shares;

• Issue of duplicate share certificates;

• Monitor and Track redressal of Investor complaints;

• Oversee the performance of the Companys Registrar and Transfer Agents;

• Suggest measures for improvement upgrade the standard of services to investors from time to time;

• Carry out any other function as is referred by the board from time to time or enforced by any statutory modification/ amendment or modification as may be applicable;

• Your Companys shares are compulsorily traded in the de-materialized form. Based on the delegated powers of the Board, Directors/ officers / RTA approves the application / request for transfers / transmission / demat / remat of shares, deletion of name, duplicate share certificate etc. on a regular basis and the same is reported at the next meeting of the Committee, normally held every quarter.

• Details of Investors grievances/ Complaints:

No. of Complaints pending as on April 01, 2022	NIL
No. of Complaints identified and reported during Financial Year 2022-23	NIL
No. of Complaints disposed during the year ended March 31, 2023	NIL
No. of pending Complaints as on March 31,2023	NIL

XXIX. AUDITORS:

[A] Statutory Auditors:

In accordance with the Companies Amendment Act, 2017, enforced on 7^thMay, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be rati_ed at every Annual General Meeting.

There are no qualifications, reservations or adverse remarks made by M/s. S.N Shah & Associates, Chartered Accountants, the Statutory Auditors of the Company, in their report. The observations made by the Statutory Auditors in their report for the financial period ended 31^st March, 2022 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Statutory Auditors of the Company has put one matter under EMPHASIS OF MATTER and pointed out that the Financial Statement of the Company contains a Notes No.30(e) relating to the non-provision for doubtful debts amounting to 76,15,214/-

Board Response

The Board of Your Company would like to clarify that the Company is pursuing the matters with the parties to whom such amount is outstanding since long and looking to the future business opportunity, the Company has yet not any legal action against them. In view of the management of the company, it is most likely that the company will be able to recover the amount from the doubtful debtors and hence the company has not made any provision against the doubtful debts of 76,15,214/-.However, considering the uncertainty over the time period over which the amounts are expected to realized.

The said amount belongs to the period pre-Initial Public Offer (IPO) of the Company. The Board will again access the possibilities of recovery and if required might consider for provision of Doubtful debts in current Financial Year i.e. 2022-23.

[B] Cost Auditor:

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

Further, maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not made and maintained,

[C] Internal Auditor

During the year under review, Mr. Nishant Sharma, proprietor of M/s Nishant Sharma & Associates resigned w.e.f 21^st February, 2023 and Mr. Amit Uttamchandani, proprietor of M/s Amit Uttamchandani & Associates; Chartered Accountants were appointed as an Internal Auditor w.e.f 25^th February, 2023.

[D] Secretarial Auditor:

The Company has appointed the M/s Vishwas Sharma & Associates, Company Secretaries, Ahmedabad as Secretarial Auditor to conduct secretarial audit pursuant to the provisions of Section 204 of the Companies Act, 2013. The secretarial audit of the Company has been conducted on a concurrent basis in respect of the matters as set out in the said rules and Secretarial Audit Report given by M/s. Vishwas Sharma & Associates, Company Secretaries, Secretarial Auditor of the Company forms part of this report and is marked as "Annexure-D".

The following are the observations and remarks made by M/s. Vishwas Sharma & Associates, Company Secretaries, Secretarial Auditor of the Company, in their report.

Qualification	Explanation / Board Response
The Company failed to comply with the provisions of Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 related to Structured Digital	The Board of Directors of the Company would like to clarify that the entries were maintained into Excel Format and we strictly implemented the Password of file to maintain its non-tamperable nature.
Database (SDD). The Company had maintained all the entries as per the prescribed regulations into Excel format and hence is tamperable in nature.	Further, the Company has installed necessary SDD software which meets the requirements provided in SEBI (Prohibition of Insider Trading) Regulations, 2015 and now, the Company maintains all entries in the software to comply with said regulations.
Qualification	Explanation / Board Response
The Company had failed to file e-form ADT-1 i.e. Appointment of Auditor under section 139, e-form MGT-7 i.e. Annual return under section 92 of the Companies Act, 2013 and e-form CHG-	The Board of Directors of the Company would like to clarify that the Company had filed the forms with additional fees due to technical glitch on MCA portal during the period.
1 for modification of charge under section 77 of the Companies Act, 2013 within stipulated time period under respective sections of the Act.

During the year under review, the Statutory Auditors have not reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee or the Board under section 143(12) of the Act.

XXX. INSURANCE :

Your Company has taken appropriate insurance for all.

XXXI. GREEN INITIATIVE

The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the Companies and has issued Circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members.

As a responsible corporate citizen, the Company welcomes and supports the ‘Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report, amongst others, to shareholders at their e-mail address previously registered with the DPs and RTAs.

Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the RTA.

XXXII. CORPORTAE GOVERNANCE

Your Company has been complying with the principals of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C, D and E of schedule V shall not apply to the listed entity which has listed its specified securities on the SME Exchange and as your Company is listed on SME exchange of NSE i.e. NSE Emerge, Therefore, the Regulations relating to Corporate Governance are not applicable to the Company.

XXXIII. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely.

Your Directors declared and confirm that, during the year under review, there is no case filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by the Company.

XXXIV. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company believes in the conduct of its affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behavior in its employees & stakeholders. The Company has adopted a Whistle Blower Policy as a part of vigil mechanism. The said policy is available on the website of the company www. felixindustries.co. Also, the Code of Business Conduct (Code) lays down important corporate ethical practices that shape the Companys value system and business functions and represents cherished values of the Company.

XXXV. CORPORATE SOCIAL RESPONSIBILITY _CSR_:

The provision of section 135(1) of Companies Act 2013 i.e. Corporate Social Responsibility is not applicable on the company. Therefore the company has not constituted CSR committee.

XXXVI. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the Listing Regulations is given as an "Annexure-C" to this report

XXXVII. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

The Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.

XXXVIII. VARIOUS POLICIES OF THE COMPANY

In accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015and the Companies Act, 2013 the Company has formulated, implemented various policies. All such Policies are available on Companys website www.felixindustries.co under the Policies sub-caption of the Investor Caption. The policies are reviewed periodically by the Board and updated based on need and requirements.

Name of the Policy	Brief Description
Whistle Blower or Vigil Mechanism Policy	The policy is meant for directors, employees and stakeholders of the Company to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct and ethics amongst others.
Policy for determination nof materiality of events	This policy applies for determining and disclosing material events taking place in the Company.
Code of conduct for Director(s)and Senior Management Personnel	The Policy is aimed to formulate code of Conduct for the Directors and Senior Management Personnel to establish highest standard of their ethical, moral and legal conduct in the business affairs of the Company.
Code of Conduct for Prohibition of Insider Trading	The Policy provides for framework for dealing with the securities of the Company in mandated manner.

XXXIX. DIRECTORS DISQUALIFICATION

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

XL. RISK MANAGEMENT:

The Company does not have any Risk Management Policy or any statement concerning development and implementation of risk management policy of the company as the elements of risk threatening the Companys existence are very minimal.

XLI. Insolvency and Bankruptcy Code :

During the Financial Year ended on March, 31^st 2023, there is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

XLII. The Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

Not applicable during the year under review.

XLIII. GENERAL:

Your Company has not issued any equity shares with differential rights as to dividend, voting or otherwise; and Your Company does not have any ESOP scheme for its employees.

XLIV. Acknowledgement:

Your directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for3 the excellent support and cooperation extended by them.

Your directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.