Hemo Organic Ltd Directors Report

To,

The Esteemed Members of,

Hemo Organic Limited,

Your Directors have the privilege to present the Thirty-Fourth (34^th) Annual Report of your Company, Hemo Organic Limited on the Business and Operations together with the Audited Statement of Accounts for the Financial Year ended 31^st March, 2026.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The Companies financial performance for the Financial Year ended 31^st March, 2026, along with that of the previous financial year ended on 31^st March, 2025 is summarized below:

(Amount is in Rs Lakhs)

Particulars	2025-26	2024-25
Revenue from Operations	92.90	241.43
Other Income	0.20	6.99
Total Income	93.10	248.42
Less: Total Expenses	142.93	245.86
Profit / Loss Before Exceptional and Extra Ordinary Items and Tax	(49.83)	2.56
Exceptional and Extra Ordinary Items	0.00	0.00
Profit / Loss Before Tax	(49.83)	2.56
Tax Expense: (i) Current Tax	-	-
(ii) Adjustment of tax relating to earlier years	0.05	-
(iii) Deferred Tax	27.93	(13.83)
Net Profit / Loss for the Period After Tax	(77.81)	16.39
Earnings Per Share (EPS)
Basic	(2.24)	0.47
Diluted	(2.24)	0.47

Note: The above figures are extracted from the Financial Statements prepared in accordance with accounting principles generally accepted in India as specified under Sections 129 and 133 of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act.

2. STATE OF COMPANIES AFFAIRS AND FINANCIAL PERFORMANCE:

Total revenue from Operation for Financial Year 2025-26 is Rs. 92.90 Lakhs compared to the total revenue from Operation of Rs. 241.43 Lakhs of previous Financial Year. The Company has incurred Loss before tax for the Financial Year 2025-26 of Rs. 49.83 Lakhs as compared to Profit before tax of Rs. 2.56 Lakhs of previous Financial Year. Net Loss after Tax for the Financial Year 2025-26 is Rs. 77.81 Lakhs as against Net Profit after tax of Rs. 16.39 Lakhs of previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

There have been no change in the nature of the business and operations of the Company during the Financial Year 2025-26.

4. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2026 is available on the Companys website and can be accessed at www.hemoorganic.co.

5. CAPITAL STRUCTURE:

Changes in share capital during the period under review and up to the date of signing of this report:

A. Authorised Share Capital:

The members of the Company had approved to increase in the Authorized Share Capital of the Company from Rs. 10,00,00,000/- (Rupees Ten Crore Only) divided into 100,00,000 (One Crore) Equity Shares of Rs 10.00 each to Rs. 13,45,00,000 /- (Rupees Thirteen Crore Forty-five Lakhs Only) divided into 1,34,50,000 (One Crore Thirty-four Lakh Fifty Thousand only) Equity Shares of Rs 10.00 each and thereby consequent alteration to the Clause V of the Memorandum of Association of the Company by passing an ordinary resolution at the Extra Ordinary General Meeting held on 07 January 2026.

B. Paid up Share Capital:

The Paid-up Share Capital of the Company as on 31^st March, 2026 is Rs. 3,46,59,000/- (Rupees Three Crores Forty-Six Lakhs Fifty-Nine Thousand Only) divided into 34,65,900 (Thirty-Four Lakhs Sixty-Five Thousand Nine Hundreds) Equity Shares of Rs. 10.00/- (Rupees Ten Only).

Preferential Issue by way of Private Placement of Convertible Warrants:

The Members of the Company approved the issue, offer and allot in one or more tranches, up to 99,75,000 (Ninety-Nine Lakhs Seventy-Five Thousand) Convertible Warrants ("Warrants") of face value of Rs. 10.00/- (Rupees Ten Only) each, for cash, entitling the Proposed Allottee(s)/Warrant holders ("Proposed Allottees") to exercise option to convert and get allotted, in one or more tranches, Equity Shares of Rs. 10.00/- each fully paid-up against each Warrant, within a period of 18 (Eighteen) months from the date of allotment of Warrants, at a price of Rs. 12.50/- (Rupees Twelve and Fifty Paisa Only) each {including a premium of Rs. 02.50/- each} (Rupees Two and Fifty Paisa Only) ("Warrant Issue Price"), aggregating to not more than Rs. 12,46,87,500 /- (Rupees Twelve Crores Forty-Six Lakhs Eighty-Seven Thousand Five Hundred Only), vide special resolution passed at the Extra-Ordinary General Meeting of the members of the Company held on 07 January 2026.

Further, the Board of Directors of the Company at their meeting held on 26 February 2026 approved allotment of 34,00,000 (Thirty-Four Lakh) Convertible Warrants of Face Value of Rs 10/- (Rupees Ten only) each at an issue price of Rs 12.50/- (Rupees twelve and Fifty Paisa Only) per Warrant, including a premium of Rs 02.50/- (Rupees Two and Fifty Paisa Only) per Warrant, aggregating up to Rs 4,25,00,000/- (Rupees Four Crore twenty- five Lakh Only) to the proposed allottees belonging to the Non-Promoter (Public) category on a preferential basis in accordance with the provisions of sections 23, 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (the "Act"), the SEBI ICDR Regulations and other applicable laws.

However, as on the date of this report, the Company has received amount of Rs. 1,06,25,000, (i.e., 25% of the total amount) from allottees as the warrant subscription price.

Except as disclosed above, the Company has not issued any Shares with or without differential rights or Debentures or any other securities by way of Public Offer, Private Placement, Preferential allotment, Rights Issue, Bonus Issue, Sweat Equity Shares, and Employee Stock Option Scheme or in any such other manner.

6. DIVIDEND:

With a view to conserve the financial resources for future prospects and growth of the Company, your Directors, in the long-term interest of the company, have decided not to recommend any dividend for the Financial Year 2025-26 (Previous year - Nil). The Company has also not paid any Interim Dividend during the year under review.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Ministry of Corporate Affairs under Section 124 and section 125 of the Companies Act, 2013, requires the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF").

During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for a period of seven years from the date of transfer of such unpaid dividend to the said account.

Therefore, there were no funds which were required to be transferred to IEPF.

8. TRANSFER TO RESERVES:

The Loss of the Company for the Financial Year ending on 31^st March, 2026 is transferred to profit and loss account of the Company under Reserves and Surplus.

9. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

Change in Registered Office of the Company:

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, the Board of Directors of the Company, at its meeting held on Thursday, 26^th February, 2026, considered and approved the shifting of the Companys Registered Office within the local limits of the same city from Block- D, 108, Sumel Business Park-7, Near Soni Ni Challi, Rakhiyal, Ahmedabad - 380 023, Gujarat, India to Shop Nos. 1 to 3, First Floor, Piyu Apartment, Opp. Electricity Sub Station & Mahesh Nagar, Near Radhika Chambers & Jay Amarnath Society, Nikol Gam Road, Uttamnagar, Ahmedabad, Gujarat, India - 382 350, with effect from 26^th February, 2026.

Except as stated above, there were no material changes or commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this report.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, there are no significant material orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the Company and its future operations.

11. BOARD MEETINGS:

During the year under the review, the Board of Directors met 8 (Eight) times viz. 20^th May, 2025, 27^th June, 2025, 13^th August, 2025, 14^th November, 2025, 11^th December, 2025, 13^th February, 2026, 26^th February, 2026 and 31^st March, 2026.

Names of the Directors on the Board, their Attendance in the Board Meeting, % of attendance and Attendance in last Annual General Meeting during the year 2025-26 is given below:

No. of Board Meeting held & attended during 2025-26	Name of Director
	Mr. Vishwambar Kameshwar Singh	Mr. Murlidhar Joshi	Ms. Hiral Vinodbhai Patel	Ms. Rina Kumari	Mr. Deepak Rochani Ashokkumar*
20/05/2025	Yes	Yes	Yes	Yes	NA
27/06/2025	Yes	Yes	Yes	Yes	NA
13/08/2025	Yes	Yes	Yes	Yes	Yes
14/11/2025	Yes	Yes	Yes	Yes	Yes
11/12/2025	Yes	Yes	Yes	Yes	Yes
13/02/2026	Yes	Yes	Yes	Yes	Yes
26/02/2026	Yes	Yes	Yes	Yes	Yes
31/03/2026	Yes	Yes	Yes	Yes	Yes
Total attended	8	8	8	8	6
% of attendance	100	100	100	100	100
Whether attended Last AGM held on 29-09-2025	Yes	Yes	Yes	Yes	Yes

*Mr. Deepak Rochani Ashokkumar was appointed as an additional director at the Borad meeting held on 27^th June, 2026, was subsequently regularized by the shareholders at their meeting held on 29^th September, 2025. He resigned from the post of the Non-Executive and Independent Director w.e.f. 31^st March, 2026.

All the Directors of the Company had attended at least one Board Meeting during the financial year 2025-26.

The agenda along with notice of each meeting in writing is circulated in advance to the Board Members. The Board is also free to recommend the inclusion of any method for discussion and consideration in consultation with the Chairman. The minutes of the meeting are captured in accordance with the provisions of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014 and Secretarial Standards in respect of Board Meeting and also circulated in advance to all Directors and Members of the Committee and confirmed at subsequent meeting.

12. GENERAL MEETINGS AND POSTAL BALLOT:

1. The 33^rd Annual General Meeting (AGM) of the Company was held on Monday, 29^th day of September 2025 at 04:00 PM IST. All the filings and requirements were made within the due timelines with respect to the 20th AGM.

2. During the year under review, Extra Ordinary General Meeting of the company was held on Wednesday, 07^th January, 2026 at 04:10 PM IST. All the filings and requirements were made within the due timelines with respect to the 20th AGM.

13. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the annual accounts, for the year ended on 31^st March, 2026 the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departure from the same;

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit of the Company for the financial year ended on 31st March, 2026;

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 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 are operating effectively; and

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

14. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act.

However, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.

15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal

Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditors report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

The Report on the Internal Financial Control under Clause (i) of sub section 3 of Section 143 of the Companies Act, 2013 is forming part of the financial statements for the year under review.

16. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The company has disclosed full particulars of loans given, investment made, guarantees given and securities provided as required under the provisions of section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 in Notes forming part of the financial statement.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, all the Related Party Transactions were entered at arms length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015.

There were no materially significance related party transactions made by the Company with Promoter, Directors, Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the Shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with Related Parties are provided in the Companys financial statements in accordance with the Accounting Standards.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with Regulation 23 of the Listing Regulations, which is available on the website of the Company at www.hemoorganic.co.

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committee undertakes 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 granted omnibus 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 are reviewed on quarterly basis by the Audit Committee. Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the disclosures on Related Party Transactions in prescribed format with the Stock Exchanges.

18. RESERVES & SURPLUS:

The Company has a closing Balance of Rs (439.55) Lakh of Retained earnings forming a part of Reserves and Surplus as on 31 March 2026.

The closing balance of Reserves and Surplus is bifurcated as follows:

Other Equity

(Amount in Lakhs)

Particulars	As at March 31, 2026	As at March 31, 2025
Securities premium :
Balance at the beginning of the year	-	-
Changes due to accounting policy or prior period errors	-	-
Balance at the end of the year	-	-
Capital redemption reserve:
Balance at the beginning of the year	-	-
Changes due to accounting policy or prior period errors	-	-
Amount transferred to capital redemption reserve on redemption of preference shares	-	-
Balance at the end of the year	-	-
Retained Earnings :
Balance at the beginning of the year	(361.74)	(378.13)
Changes due to accounting policy or prior period errors	-	-
Profit/(Loss) for the year (net of taxes)	(77.81)	1639
Other comprehensive (loss) Income for the year (net of taxes)	-	-
Amount transferred to capital redemption reserve on redemption of preference shares	-	-
Balance at the end of the year	(439.55)	(361.74)
Total other equity	(439.55)

The Loss of Rs. (77.81) incurred by the Company during the Financial Year ending on 31^st March, 2026 has been transferred to Retained Earnings (Profit and Loss account) under the head Reserve and Surplus, in accordance with the applicable provisions of the Companies Act, 2013 and the relevant Accounting Standards.

19. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY:

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 Risk Mitigation plan of the Company, which is periodically reviewed by the Board of Directors to ensure smooth operations and effective management control. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measures and steps in place to minimize the same. The Risk Management Policy of the Company is available on the website of the Company at www.hemoorganic.co.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

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 Rule 8(3) Companies (Accounts) Rules, 2014, is not given as the Company has not taken any major step to conserve the energy etc.

Export revenue constituted 0 % of the total revenue in FY 2025-26;

Sr. No.	Foreign exchange earnings and outgo	F.Y. 2025-26	F.Y. 2024-25
1.	Foreign exchange earnings	NIL	NIL
2.	CIF value of imports	NIL	NIL
3.	Expenditure in foreign currency	NIL	NIL
4.	Value of Imported and indigenous Raw Materials, Spare-parts and Components Consumption	NIL	NIL

21. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:

The board of Directors has formulated the Nomination and Remuneration Policy of your Company based on recommendations made by the Nomination and Remuneration Committee. The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high- performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Companys Policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at www.hemoorganic.co.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Companys current working and future outlook as per Annexure -1.

23. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

24. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

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 the Institute of Company Secretaries of India (ICSI). The Company has devised proper systems and processes to ensure compliance with its provisions and is in compliance with the same.

25. REPORTING OF FRAUDS BY THE AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub section (12) of Section 143 other than those which are reported to Central Government during the year under review.

26. STATEMENT ON ANNUAL EVALUATION OF BOARDS PERFORMANCE:

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 on various parameters including:

- Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance 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 and Exchange 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 the Nomination and Remuneration Committee had one-on-one meetings with each Executive and NonExecutive, Non-Independent Directors. These meetings were intended to obtain Directors inputs on effectiveness of the Board/ 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 the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration 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, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation 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 was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured 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 the meetings 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 as well 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.

27. MANAGING THE RISKS OF FRAUD. CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY: -

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 Companys Code of Conduct or Ethics Policy. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.hemoorganic.co.

B. BUSINESS CONDUCT POLICY: -

The Company has framed "Business Conduct Policy". Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the policy. The objective of the policy is 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.

28. PARTICULARS OF EMPLOYEES:

The Company has not employed any employee except the Managing Director, Chief Financial Officer and Company Secretary. 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 separately and are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2025-26.

29. LOAN FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

30. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No.	Name	Designation	DIN / PAN
1.	Mr. Vishwambar Kameshwar Singh	Managing Director	09822587
2.	Mr. Murlidhar Joshi	Non-Executive and Non- Independent Director	09819849
3.	Ms. Hiral Patel	Non-Executive and Independent Director	09719512
4.	Ms. Rina Kumari	Non-Executive Director and Independent Director	10588570
5.	Mr. Deepak Rochani Ashokkumar3	Non-Executive and Independent Director	11041560
6.	Mr. Murlidhar Joshi	Chief Financial Officer	AUNPJ0136B
7.	Ms. Garima Dineshkumar Jain1	Company Secretary and Compliance Office	BQSPJ6933J
8.	Ms. Yukta Prakash Patel2	Company Secretary and Compliance Office	FZLPP8742P

1. Ms. Garima Dineshkumar Jain has Resigned from the post of Company Secretary and Compliance Officer of the company w.e.f 23 ^rd June 2025.

2. Ms. Yukta Prakash Patel was appointed as Company Secretary and Compliance officer of the company w.ef 27^th June 2025.

3. Mr. Deepak Rochani Ashokkumar appointment as an additional director in the Board meeting held on 27^th June, 2025 and was subsequently regularized by the shareholders at their meeting held on 29^th September, 2025 and has resigned from the post of the Non-Executive and Independent Director w.e.f. 31^st March, 2026.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2025-26 and till the date of Boards Report.

As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

31. INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, their were three NonPromoter Non-Executive Independent Directors during the financial year in the Company. However, Mr. Deepak Ashokkumar Rochani resigned from the post of the Non-Executive and Independent Director with effect from March 31, 2026. Accordingly, as on the date of this report, the Company had two Non-Promoter Non-Executive Independent Directors. In the opinion of the Board of Directors, all two Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of Management.

A separate meeting of Independent Directors was held on March 31, 2026 to review the performance of NonIndependent Directors, Board as whole and performance of Chairperson of the Company including assessment of quality, 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 Directors are incorporated 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 Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and there has been no change 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 or situation, which exists or may be reasonably anticipated, that could impair or impact his/ her ability to discharge his/her duties with an objective independent judgment and without any external influence and that he/she is independent of the management. They have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of Conduct for directors and senior management personnel formulated by the company.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

32. CORPORATE GOVERNANCE:

Your Company is committed to upholding the highest standards of corporate governance, ensuring compliance with the principles of good governance, and maintaining a robust framework that promotes transparency, accountability, and integrity in all our operations. Our commitment to these principles reinforces our dedication to acting in the best interest of our stakeholders. Since the paid-up Capital of Company is less than Rs. 10 Crores and Networth is less than Rs. 25 Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Boards Report.

33. PUBLIC DEPOSITS:

The Company has neither accepted or renewed any deposits from Shareholders and Public nor any amount of principle or interest thereof was outstanding in terms of section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial year ended 2025-26. during the financial year under review. However, the Company has not defaulted in any repayment of deposits or payment of interest during the financial year.

The Company has received declarations from its Directors and their Relatives that all the Loans extended/to be extended by them to the Company, are their owned funds only and not borrowed from any person or entity.

34. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors i.e. held on Tuesday, 31^th March, 2026, the performances of Executive and Non-Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. Further, the Independent Directors are introduced with the corporate affairs, new developments and business of the Company from time to time. The Familiarization program is also available on the website of the Company at www.hemoorganic.co.

35. AUDITORS AND THEIR REPORT:

A. Statutory Auditor:

M/s. M A A K & Associates, Chartered Accountants (FRN: 135024W) were re-appointed as Statutory Auditors of your Company at the Thirtieth (30^th) Annual General Meeting of the Company held on September 24, 2022, for a term of four consecutive years. The present term is expiring at this Thirty Fourth (34^th) Annual General Meeting of the Company to be held in the year 2026.

Accordingly, the Board of Directors, based on the recommendation of the Audit Committee, has appointed M/s. V S S B & Associates, Chartered Accountants (Firm Registration No. 121356W), as the Statutory Auditors of the Company to hold office for a term of five consecutive years, commencing from the conclusion of the 34^th Annual General Meeting until the conclusion of the 39^th Annual General

Meeting of the Company to be held in year 2031, subject to the approval of the members at the 34^th Annual General Meeting.

The Statutory Auditor has not made any adverse remark except:

a) We have not been provided with the balance confirmations for the trade receivable and trade payable shown in the books of accounts.

Reply:

The process of obtaining balance confirmations from trade receivables and trade payables has been initiated and the requests have already been circulated. The receipt of responses from the respective parties is currently awaited. The management affirms that the balances as reflected in the books of account for both trade payables and trade receivables are consistent with the underlying transactions and records. There are no material discrepancies noted, and to the best of our knowledge, all transactions have been appropriately recorded in the books.

B. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Jitendra Parmar, Proprietor of M/s. Jitendra Parmar & Associates, Practicing Company Secretary, Ahmedabad, to undertake the Secretarial Audit of the Company for the financial year 2025-26.

The Secretarial Audit Report for the Financial Year 2025-26 is annexed herewith as Annexure - II in Form MR-3.

The report of the Secretarial auditor has not made any adverse remark in their Audit Report except:

a) The Company delayed compliance with the requirements of Regulation 29(2)/29(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pursuant to which the Stock Exchange imposed a penalty of Rs11,800/- (inclusive of GST). The Company has subsequently paid the said penalty on June 18, 2025.

Reply:

The Management has taken note of the matter and has strengthened its internal compliance and monitoring mechanisms to ensure timely adherence to the applicable regulatory requirements and to avoid recurrence of such instances in the future.

C. Internal Auditor:

The Board of directors of the Company has appointed M/s. Umesh Khese & Co., Chartered Accountants, (FRN: 145216W), as an Internal Auditor of the Company for the Financial Year 2025-26. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

36. COMMITTEES OF THE BOARD, COMPOSITIONS AND THEIR MEETINGS:

A. COMPOSITION OF AUDIT COMMITTEE:

During the year under review, the meetings of members of the Audit committee as tabulated below, was held on, 20^th May, 2025, 13^th August, 2025, 14^th November, 2025, 11^th December, 2025, 13^th February, 2026 the attendance records of the members of the Committee are as follows:

Name	Status	No. of Committee Meetings entitled	No. of Committee Meetings attended
Ms. Rina Kumari	Chairperson	5	5
Mr. Vishwambar Kameshwar Singh	Member	5	5
Ms. Hiral Vinodbhai Patel 2	Member	1	1
Mr. Deepak Rochani Ashokkumar1	Member	4	4

1 Mr. Deepak Rochani Ashokkumar has been appointed as Member of the Audit Committee w.e.f. 27th June, 2025 and has resigned from the post of Member of the Audit Committee, w.e.f. 31^st March, 2026.

2 Ms. Hiral Vinodbhai Patel has resigned from the post of Member of the Audit Committee, w.e.f 27^th June, 2025 and has been appointed as Member of the Audit committee w.e.f. 1^st April, 2026.

- Composition of Audit Committee as on Date of Report:

Audit Committee was reconstituted on 1^st April, 2026. Hence, Committee Composition as on date of report is stated as below:

Name	Status
Ms. Rina Kumari	Chairperson
Mr. Vishwambar Kameshwar Singh	Member
Ms. Hiral Vinodbhai Patel	Member

B. COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE:

During the year under review, meetings of the members of the Nomination and Remuneration committee, as tabulated below, was held on 27^th June, 2025, and 31^st March, 2026 and the attendance records of the members of the Committee are as follows:

Name	Status	No. of Committee Meetings entitled	No. of Committee Meetings attended
Ms. Rina Kumari	Chairperson	2	2
Mr. Murlidhar Joshi	Member	2	2
Ms. Hiral Vinodbhai Patel 2	Member	1	1
Mr. Deepak Rochani Ashokkumar1	Member	1	1

1 Mr. Deepak Rochani Ashokkumar has been appointed as Member of the Nomination and Remuneration Committee w.ef. 27th June, 2025 and has resigned from the post of Member of the Nomination and Remuneration Committee, w.e.f. 31^st March, 2026.

2 Ms. Hiral Vinodbhai Patel has resigned from the post of Member of the Nomination and Remuneration Committee, w.e.f 27^th June,

2025 and has been appointed as Member of the Nomination and Remuneration Committee, w.e.f. 1^st April, 2026.

- Composition of Nomination and Remuneration Committee as on Date of Report:

Nomination and Remuneration Committee was reconstituted on 1^st April, 2026. Hence, Committee Composition as on date of report is stated as below:

Name	Status
Ms. Rina Kumari	Chairperson
Mr. Murlidhar Joshi	Member
Ms. Hiral Vinodbhai Patel	Member

C. COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year under review, meetings of members of Stakeholders Relationship committee as tabulated below, was held on 31^st March, 2026 and the attendance records of the members of the Committee are as follows:

Name	Status	No. of Committee Meetings entitled	No. of Committee Meetings attended
Ms. Rina Kumari	Chairperson	1	1
Mr. Murlidhar Joshi3	Member	1	1
Ms. Hiral Vinodbhai Patel 2	Member	NA	NA
Mr. Deepak Rochani Ashokkumar1	Member	1	1
Mr. Vishwambar Kameshwar Singh4	Member	NA	NA

1 Mr. Deepak Rochani Ashokkumar has been appointed as Member of the Stakeholders Relationship Committee w.e.f. 27th June, 2025 and has resigned from the post of Member of the Stakeholders Relationship Committee, w.ef. 31^st March, 2026.

2 Ms. Hiral Vinodbhai Patel has resigned from the post of Member of the Stakeholders Relationship Committee, w.e.f 27^th June, 2025 and has been appointed as Stakeholders Relationship Committee w.ef. 1^st April, 2026.

3 Mr. Murlidhar Joshi has resigned from the post of Member of the Stakeholders Relationship Committee, w.ef 1^st April, 2026.

4 Mr. Vishwambar Kameshwar Singh has been appointed as Member of the Stakeholders Relationship Committee, w.ef 1^st April, 2026.

- Composition of Stakeholder Relationship Committee as on Date of Report:

Stakeholder Relationship Committee was reconstituted on 1^st April, 2026. Hence, Committee Composition as on date of report is stated as below:

Name	Status
Ms. Rina Kumari	Chairperson
Mr. Vishwambar Kameshwar Singh	Member
Ms. Hiral Vinodbhai Patel	Member

37. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION- PROHIBITION & REDRESSAL) ACT.2013:

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 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed thereunder during the year:

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

38. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.

39. MAINTENANCE OF COST RECORDS:

According to information and explanation given to us, the Central Government has not prescribed maintenance of cost records under section 148(1) of the Act in respect of activities carried out by the Company.

40. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e., National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") and the Demat activation number allotted to the Company is ISIN: INE422G01015. Presently shares are held in electronic and physical mode.

41. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.

42. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING LOAN FROM THE BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

43. LISTING FEES:

The Equity Shares of the Company are listed on the BSE Limited with scrip code 524590. The Company confirms that the annual listing fees to the stock exchange for the financial year 2025-26 have been paid.

44. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company has duly complied with all applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been granted the benefits as prescribed under the Act, including maternity leave and other related entitlements. The Company remains committed to fostering a supportive and inclusive work environment, particularly for working mothers, and continues to uphold its responsibility towards gender equity in the workplace.

45. BOARD DIVERSITY:

The Company recognizes the importance of a diverse Board in its process. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender which will help to provide better directions and supervision to the affairs of the Company. The Board has adopted the Board diversity policy which sets out the approach to diversity of the Board of Directors. The Policy is also available on the website of the Company www.hemoorganic.co.

46. HUMAN RESOURCES:

The well-disciplined workforce which has served the Company for two decades lies at the very foundation of the companys major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company has always recognized talent and has judiciously followed the principle of rewarding performance.

47. MEETING OF INDEPENDENT DIRECTORS:

Pursuant to Section 173 read with Schedule IV of the Companies Act, 2013, and other applicable provisions, a separate meeting of Independent Directors without the attendance of Non-Independent Directors was held on 31 March 2026 to discuss the agenda items as required under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors reviewed the performance of non-independent directors and the Board as whole, reviewed the performance of the Chairman of the Company taking into account the views of executive and non-executive directors and assessed the quality, quantity and timeliness flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions.

48. WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company is maintaining a functional website namely www.hemoorganic.co containing basic information about the Company. The website of the Company is also containing information like Policies, Financial Results, Annual Reports and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

49. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

Registered Office:		By the Order of the Board
Shop1-3,1 Floor, Piyu Apartment, Opp, Eletricity Sub Station, Jay Amarnath Soc, Nikol, Ahmedabad, Ahmedabad, Gujarat, India - 382 350		Hemo Organic Limited
	Sd/-	Sd/-
	Murlidhar Joshi	Vishwambar Kameshwar Singh
Place: Ahmedabad	Director & CFO	Managing Director
Date: 13th August, 2026	DIN:09819849	DIN: 09822587