Jeena Sikho Lifecare Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting the 7^th Annual Report on the business and operations of the Company, together with the audited standalone and consolidated financial statements for the financial year ended March 31,2024 ("FY 2023-24").

FINANCIAL RESULTS

A summary of standalone financial results of the Company for the Financial Year 2023-24 and Financial Year 2022-23 is as follows:

(Amount in INR Lakhs)

Particulars	FY 2023-2024	FY 2022-2023
	Standalone	Standalone	Consolidated
Revenue from Operations including Other Income	33,084.87	20,617.88	20,734.66
Less: Expenses
Cost of material consumed	-	-	90.13
Purchase of Stock-in-Trade	2,464.89	1,528.58	1,528.58
Changes in Inventories of Stock-in-Trade	(308.41)	165.44	121.69
Employee Benefit Expenses	6,591.11	4,343.52	4,450.02
Finance Cost	41.14	70.23	70.44
Depreciation and Amortization Expenses	509.90	312.75	320.04
Other Expenses	14,394.53	9,744.36	9,769.30
Total Expenses	23,693.16	16,164.88	16,305.20
Profit before exceptional and extraordinary items and tax	9,391.71	4,453.00	4,429.46
Exceptional and Extraordinary items	-	-	-
Profit Before Tax	9,391.71	4,453.00	4,429.46
Tax Expenses	2,471.08	1,078.56	1,077.21
Net Profit for the Year	6,920.63	3,374.44	3,352.25

FINANCIAL PERFORMANCE Standalone

During the current period, your Company has shown an increase in total revenue of INR 33,084.87 Lakhs as against INR 20,617.88 Lakhs in the previous year on standalone basis. The Company has earned a net profit of INR 6,920.63 Lakhs as compared to a profit of INR 3,374.44 Lakhs in the previous year on standalone basis. The Company will continue to pursue expansion in the domestic market, to achieve sustained and profitable growth.

Since your Company is not having any having any subsidiaries, associates and joint venture companies as on March 31,2024, therefore pursuant to Section 129, 134, 136 of the Companies Act, 2013 read SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulation") the Consolidated Financial Statements along with a report on the highlights of performance of subsidiaries, associates and joint venture companies and their contributions to the overall performance of the Company during the period in Form AOC-1 is not applicable.

Any member intending to have a copy of Balance Sheet and other Financial Statement of these Companies shall be made available on the website of the Company at www.jeenasikho.com

It shall also be kept for inspection during business hours by any shareholder in the registered office of the Company.

SHARE CAPITAL Authorised Share Capital

As on March 31, 2024, the Authorised Share Capital of the Company stood at INR 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of INR 10/- (Rupees Ten) each.

During the period under revie, Board of Directors of your Company in their meeting held on September 25, 2023 approved increase in the Authorised Share Capital of the Company from INR 15,00,00,000/- (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crores Fifty Lakhs) Equity Shares of INR 10/- each to INR 25,00,00,000/- (Rupees Twenty- Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of INR 10/- each, which was approved by the shareholders of the Company in their Extra Ordinary General Meeting held on October, 23, 2023. Consequently, the Authorised Share Capital of the Company was altered to INR 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of INR 10/- each.

Except as stated above, there is no other change in the Authorised Share Capital of the Company.

Paid Up Share Capital

As on March 31, 2024, the Paid-up Share Capital of the Company stood at INR 24,86,01,460/- (Rupees Twenty-Four Crores Eighty-Six Lakhs One Thousand Four Hundred and Sixty) divided into 2,48,60,146 (Two Crores Forty Eight Lakhs Sixty Thousand One Hundred and Forty Six) of INR 10/- (Rupees Ten) each.

During the period under review, the Board of Directors of your Company has allotted 1,10,48,954 (One Crores Ten Lakhs Forty-Eight Thousand Nine Hundred And Fifty Four) equity shares of INR 10/- (Rupees Ten) each ranking pari-passu in all respect with the existing Equity shares of the Company as fully paid bonus shares in the ratio of 4:5 i.e. 4 (four) bonus equity shares of INR 10/- each for every 5 (five) existing equity shares of INR 10/- each held by the shareholders of the Company as on November 02, 2023. Consequently, the paid-up share capital of the Company was increased to INR 24,86,01,460/- (Rupees Twenty-Four Crores Eighty-Six Lakhs One Thousand Four Hundred and Sixty) divided into 2,48,60,146 (Two Crores Forty Eight Lakhs Sixty Thousand One Hundred and Forty Six) of INR 10/- (Rupees Ten) each.

Except as stated above, there is no other change in the Paid- up Share Capital of the Company.

The Company has not issued any shares with differential voting rights or sweat equity shares during the FY 2023-24.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company is listed on Emerge Platform of National Stock Exchange of India Limited (NSE) w.e.f. April 19, 2022 and the Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to NSE Limited.

Further, the Company has obtained the listing approval from NSE for listing of 1,10,48,954 (One Crores Ten Lakhs Forty Eight Thousand Nine Hundred And Fifty Four) equity shares of INR 10/- (Rupees Ten) each ranking pari-passu in all respect with the existing Equity shares of the Company issued as fully paid bonus shares, on Emerge Platform of NSE.

DEMATERIALISATION OF EQUITY SHARES

All the Equity shares of the Company are in dematerialized form with either of the depositories viz NSDL and CDSL. The ISIN No. allotted to the Company is INE0J5801011.

DIVIDEND

Based on the Companys performance and Dividend Distribution Policy of the Company, your directors are pleased to recommend Dividend of INR 4.18/- (i.e. 41.8%) per equity share of INR 10/- each fully paid up for FY 2023-24. The payment of dividend is subject to approval of the shareholders

at the forthcoming Annual General Meeting (AGM) of the Company and shall be subject to deduction of tax at source.

TRANSFER TO GENERAL RESERVE

The Company has not transferred any amount to General Reserve during the year. The dividend payment is subject to approval of the members at the 7^th Annual General Meeting, which will be paid, if declared, to the shareholders within 30 days from the date of declaration.

DEPOSITS

During the year under review, the Company has not accepted or renewed any deposit from the public/members falling within the ambit of Section 73 or Section 74 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE

The Company is listed on SME Emerge Platform of NSE, by virtue of Regulation 15 of Listing Regulation the compliance with the corporate governance provisions as specified in Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 clauses (b) to (i) and (t) of sub regulation 2 of Regulation 46 and Para C, D and E of Schedule V of the listing regulation are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Annual Report.

EMPLOYEES STOCK OPTION SCHEMES

Our ESOP schemes help us share wealth with our employees and are part of a retention-oriented compensation program. They help us meet the dual objective of motivating key employees and retention while aligning their long-term career goals with that of the Company. In view of the employee retention in long run company has approved "Jeena Sikho Employees Stock Option Scheme 2024" vide Extra Ordinary general Meeting dated February 27, 2024.

The Jeena Sikho Lifecare Limited has granted ESOPs under one plans viz., Employees Stock Option Scheme 2024 to its employees on an equity-settled basis. The ESOPs provide a right to its holders (i.e., Jeena Sikho Lifecare Limited employees) to purchase one share for each option at a predetermined strike price on the expiry of the vesting period. The ESOP hence represents an call option that provides a right but not an obligation to the employees of the Jeena Sikho Lifecare Limited to exercise the option by paying the strike price on completion of the vesting period.

During the financial year 2023-24, 61,275 ESOPs were granted to employees. The details of ESOP Scheme are given on Note no. 33 of the financial statements.

During the year under review, there are no material changes in the ESOP Scheme 2024 and the same is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (ESOP Regulations). The disclosures under Regulations 14 of ESOP Regulations is uploaded on the Companys website viz.: www.jeenasikho.com

Certificate from M/s. J Nain & Associates, secretarial auditor with regards to the implementation of the Companys Employee Stock Option Schemes in line with SEBI (Share Based Employees Benefits) Regulations, 2014 will be available for inspection in electronic mode during the Annual General Meeting.

SUBSIDIARIES/ASSOCIATES/JOINT VENTURE

During the year under review, the Company is not having any Subsidiary/Associate/Joint Venture Company. However, the Board of Directors of your Company, in their meeting held on June 10, 2024, approved to make investment of 80% in equity share capital of "Saatviksuddhi Ayurlife Private Limited". Consequently, Saatviksuddhi Ayurlife Private Limited becomes the subsidiary Company of the Company after the closure of the Financial Year 2023-24.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company beliefs that a strong Board is imperative to create a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. As on March 31, 2024, the Board of Directors of the Company consist of optimum combination of Executive Directors, NonExecutive Director, Independent Directors of the Company.

The following changes took place in the composition of Board of Directors and Key Managerial Personal:

Mr. Suraj Prakash Choudhary ceased to be the Non-Executive and Independent Director of the Company w.e.f. February 15, 2024, due to his resignation.

Ms. Nikita Juneja ceased to be the Company Secretary and Compliance Officer of the Company w.e.f. June 02, 2023, due to her resignation.

Ms. Anshika Garg was appointed as Company Secretary and Compliance Officer of the Company w.e.f. June 02, 2023.

After the closure of financial year 2023-24, Mr. Chandan Kumar Kaushal was appointed as Additional Director (Independent Director) of the Company w.e.f. April 29, 2024.

During the Financial Year 2023-24, the shareholders of the Company have accorded their approval at 06^th Annual General Meeting held on September 08, 2023 for re-appointment of Mrs. Bhavna Grover as a Director as retires by rotation.

Except as stated above, no other change took place in the composition of Board of Director or Key Managerial Personnel during the period under review.

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors are liable to be retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Ms. Shreya Grover, director of the Company will retire by rotation at the ensuing AGM, and being eligible, offers

herself for re-appointment in accordance with provisions of the Act. Appropriate resolution for her reappointment is being placed for the approval by the Members of the Company at the ensuing AGM.

The Board considered the said re-appointment in the interest of the Company and hence recommends the same to the Members for approval.

None of the Directors of the Company, except following, are related inter-se, in terms of Section 2(77) of the Act including rules made thereunder.

Sr. No.	Name of Director	Relationship with another Director
1.	Manish Grover	Spouse of Bhavna Grover
		Father of Shreya Grover
2.	Bhavna Grover	Spouse of Manish Grover
		Mother of Shreya Grover
3.	Shreya Grover	Daughter of Manish Grover and Bhavna Grover

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors hold office for their respective term and are not liable to retire by rotation. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under the Listing Regulations. Further, in pursuance of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have duly confirmed renewal of their respective registration with the Indian Institute of Corporate Affairs (IICA) database.

In the opinion of the Board, all the Independent Directors fulfil the criteria of independence as specified in Companies Act, 2013 and Rules made thereunder read with Schedule IV as well as Listing Regulation and they are independent from the Management.

Further, all the Directors including Independent Directors of the Company possess appropriate skills, experience & knowledge in one or more fields viz. Board & Governance, Finance, Accounting Information Technology and Specialized Industry & environmental knowledge or other disciplines related to Companys business.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. At the time of appointment/re-appointment of Independent Directors, a formal letter of appointment is given to him/her, which, inter- alia, explains the role, functions, duties and responsibilities

expected from him/her as an Independent Director of the Company. The Independent Director is also explained in detail the nature, business model of the industry and compliances under the Act, the Listing Regulations and other relevant rules & regulation.

Details of the familiarization programme for Independent Directors are uploaded on the website of the Company at www.jeenasikho.com

NOMINATION AND REMUNERATION POLICY

On the recommendation of the Nomination and Remuneration Committee, the Board has framed a policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel and their remuneration. The Nomination and Remuneration Policy includes the criteria for determining qualification, positive attributes, independence, etc. is placed on the website of the Company at www.jeenasikho.com/policies

The salient features of the Nomination and Remuneration Policy are mentioned below:

• The Nomination and Remuneration Policy of the Company is designed to attract, motivate, improve productivity and retain manpower by creating a congenial work environment, encouraging initiatives, personal growth, team work and inculcating a sense of belongingness and involvement, besides offering appropriate remuneration packages and superannuation benefits.

• The Committee shall comprise at least three (3) Directors, all of whom shall be non-executive Directors and at least two-third shall be Independent.

• Quorum of the meeting shall be either two members or one-third of the members of the committee, whichever is greater, including at least one independent director in attendance.

• The Role of the Committee includes: Periodically reviewing the size and composition of the Board to have an appropriate mix of executive and independent Directors to maintain its independence and separate its functions of governance and management and to ensure that it is structured to make appropriate decisions, with a variety of perspectives and skills, in the best interests of the Company;

• Formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board, relating to the remuneration for the Director, key managerial personnel and other employees.

• Establishing and reviewing Board, KMP and Senior Management succession plans in order to ensure and maintain an appropriate balance of skills, experience and expertise on the Board and Senior Management.

• The Board as per the criteria approved by the Nomination and Remuneration Committee shall carry out evaluation of performance of its own, its committees, and individual Directors and the Chairman.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make an informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder relationship Committee

During the year under review, all recommendations made by the various committees of the Board have been duly accepted by the Board.

The Composition of the said Committees are as under:

Audit Committee:

As on date, the Audit Committee comprises of:

Name of Director	Designation of Committee	Nature of Directorship
Mr. Chandan	Chairperson	Independent
Kumar Kaushal*		Director
Mr. Karan Vir	Member	Independent
Bindra		Director
Mr. Manish	Member	Managing
Grover		Director

*Mr. Chandan Kumar Kaushal was appointed as the chairperson of the Committee w.e.f. April 29, 2024.

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

Nomination And Remuneration Committee:

As on date the Nomination and Remuneration Committee comprises of:

Name of Director	Designation of Committee	Nature of Directorship
Mr. Karan Vir	Chairperson	Independent
Bindra		Director
Mr. Chandan	Member	Independent
Kumar Kaushal*		Director
Ms. Shreya	Member	Non-Executive
Grover		Director

*Mr. Chandan Kumar Kaushal was appointed as the member of the Committee w.e.f. April 29, 2024.

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

Stakeholders Relationship Committee:

As on date the Stakeholders Relationship Committee comprises of:

Name of Director	Designation of Committee	Nature of Directorship
Mr. Chandan	Chairperson	Independent
Kumar Kaushal*		Director
Ms. Bhavna	Member	Whole-Time
Grover		Director
Ms. Manish	Member	Managing
Grover		Director

*Mr. Chandan Kumar Kaushal was appointed as the chairperson of the Committee w.e.f. April 29, 2024.

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

Corporate Social Responsibility Committee:

As on date CSR committee comprises of:

Name	Designation	Nature of Directorship
Karan Vir Bindra	Chairman	Independent Director
Manish Grover	Member	Managing Director
Bhavna Grover	Member	Whole-Time Director

CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and Senior Management Personnel of the Company. The Code is displayed on the website of the Company www.jeenasikho.com. All Board members and Senior Management Personnel have affirmed compliance with the said Code of Ethics & Conduct.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism/Whistle Blower Policy for directors and employees to report their genuine concerns has been established. The Vigil Mechanism/ Whistle Blower Policy has been uploaded on the website of the Company at https://www.jeenasikho.com/policies under Investor Section.

The Policy is an extension of the Code of Conduct for Directors & Senior Management Personnel and covers any unethical and improper actions or malpractices and events which have taken place/suspected to take place.

As per the policy all Protected Disclosures should be addressed to the Vigilance Officer/Company Secretary or to the Chairman of the Audit Committee in exceptional cases.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Major elements of risk/threats for Ayurveda Industry are regulatory concerns, consumer perceptions and competition. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Board of Directors has adopted a risk management policy for the Company outlining the parameters of identification, assessment, monitoring and mitigation of various risks which is available on the website of the Company.

STATUTORY AUDITORS & AUDITORS REPORT

M/s. KRA & Co., Chartered Accountants (Firm Registration No. 020266N), holding a valid certificate issued by the Peer Review Board (Certificate No. 012550) of the Institute of Chartered Accountants of India (ICAI) were appointed as the Statutory Auditor of the Company for a term of 5 years w.e.f. conclusion of 4^th Annual General Meeting of the Company till the conclusion of the 9^th Annual General Meeting.

M/s. KRA & Co., the statutory auditors of the Company have given their report on the financial statements of the Company for the financial year ended March 31, 2024, which form part of the Annual Report.

There is no qualification, reservation, adverse remark, comments, observations or disclaimer given by the Statutory Auditors in their report(s). There were no frauds reported by the Statutory Auditors under the provisions of Section 143 of the Act.

The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI and are eligible to continue as the statutory auditor of the Company.

SECRETARIAL AUDITORS AND THEIR REPORT

In terms of Section 204(1) of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. J Nain & Associates (Firm Registration no. I2017DE1593700), holding a valid certificate issued by the Peer Review Board (Certificate No. 2846/2022) of the Institute of Companies Secretaries of India (ICSI), as the Statutory auditor of the Company for the Financial Year 2023-24. The report of the Secretarial Auditor is annexed herewith as Annexure-1.

There are no qualifications, reservations, adverse remarks, comments, observations or disclaimer made by the Secretarial Auditors in their report. There were no frauds reported by the Secretarial Auditors under the provisions of Section 143 of the Act.

COST AUDITORS

The provisions of maintenance of Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Act are not applicable on the Company.

MEETINGS OF BOARD OF DIRECTORS

During the financial year 2023-2024, your Board of Directors have meet 19 (Nineteen) times. The details of meeting & attendance are given hereunder. The intervening gap between the Meetings was within the prescribed period.

Sr. No.	Date of Board Meeting	No. of Directors eligible to attend	No. of Directors attended meeting
1	20-04-2023	5	5
2	15-05-2023	5	5
3	02-06-2023	5	5
4	08-07-2023	5	5
5	29-07-2023	5	5
6	14-08-2023	5	5
7	16-08-2023	5	5
8	09-09-2023	5	5
9	25-09-2023	5	5
10	30-10-2023	5	5
11	04-11-2023	5	5
12	27-11-2023	5	5
13	05-01-2024	5	5
14	20-01-2024	5	5
15	07-02-2024	5	5
16	02-03-2024	4	4
17	05-03-2024	4	4
18	07-03-2024	4	4
19	20-03-2024	4	4

MEETING OF INDEPENDENT DIRECTORS

Pursuant to Secretarial Standard -1 relating to Board Meeting issued by the Institute of Company secretaries of India, the independent directors shall conduct at least One (1) meeting in a Calendar Year to review the performance of NonIndependent Directors and the Board as a whole; to review the performance of the Chairman and to assess the quality, quantity and timeliness of flow of information between the Company management and the Board and its members that is necessary for the Board to effectively and reasonably perform their duties.

Accordingly, all Independent Directors of the Company has conducted a meeting dated March 23, 2024, without presence of non-independent director where they review the performance of all non-independent director of the Company and the board as a whole, also review the performance of the Chairman of the Company and assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134 (3) of the Companies Act, 2013, the draft Annual Return as on March 31, 2024 is uploaded on the Companys website on https://www.jeenasikho.com.

CSR COMMITTEE

The Company comes under the criteria as mentioned in Section 135 of the Companies Act, 2013 i.e., Corporate Social Responsibility and accordingly the amount has been spent on CSR activities in the financial year 2023-2024 to comply with the requirements of necessary social expenditure which is I NR 48.36 Lakhs i.e. (2% of the average net profit of immediate preceding three (3) financial years). The constitution of CSR Committee was applicable for FY 2023-24, subsequently the CSR Committee is formulated and the composition is also given. The CSR Report is annexed as Annexure-2.

The Board of Director of your Company has formulated and adopted a policy on CSR which can be accessed at https://www.jeenasikho.com/policies

The CSR Policy of your Company outlines the Companys philosophy for undertaking socially useful programs for welfare and sustainable development of the community at large as part of its CSR Obligation.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as collectively and of its committees for the FY 2023-24.

The performance of evaluation of Independent Directors was carried out by entire Board without presence of Independent Director being evaluated. The performance evaluation of the Non-Independent Directors was carried by Independent Directors in their separate meeting.

The Directors has been satisfied with the performance of all directors and is of opinion that all Independent Director is a person of integrity and possess relevant experience and expertise.

NATURE OF BUSINESS

There has been no change in business of the Company.

Jeena Sikho has a diverse portfolio consisting of a number of brands and sub-brands including "Shuddhi". The Company offers a variety of Ayurvedic Products and services through Shuddhi clinics and HIIMS, all over the Country. The Company has presence across various channels such as general groceries, chemists, organized retail and e-commerce.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis Report for the FY 2023-24, which forms part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVE STMENTS UNDER SECTION 186

The details of loans and Investments and guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming a part of Annual Report.

Current borrowings of the Company are compliant with Section 180(1)(c) of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all transactions entered by the Company with Related Parties as defined under the Act were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Act. Hence, the requirement of Form AOC-2 as required under Section 188(1) of the Act is not applicable to the Company. All related party transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained before the commencement of the new financial year, for the transactions which are repetitive in nature and also for the transactions which are not foreseen.

In line with the requirements of the applicable laws, the Company has formulated a policy on related party transactions which is uploaded on the website of the Company at: https://www.jeenasikho.com/policies

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an Internal Compliance Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace.

During the year the period under review, the Company has not received any sexual harassment complaints during the financial year nor any complaint is pending at the end of the financial year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYS OPERATIONS IN FUTURE

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

However, during the year your Company has a special resolution on October 23, 2023 for increase of Authorised Share capital of the Company from from INR 15,00,00,000/- (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crores Fifteen Lakhs) Equity Shares of INR 10/- each to INR

25.00. 00.000/- (Rupees Twenty-Five Crores Only) divided into

2.50.00. 000 (Two Crores Fifteen Lakhs) Equity Shares of INR 10/- each,

Further, a special resolution was passed on February 27, 2024 for alteration of the Object Clause of the Memorandum of Association.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION

There have been no material changes and/or commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of Section 134(3)(m) & Rule 8(3) of Companies (Accounts) Rules, 2014 the details of energy conservation, technology absorption and foreign exchange earnings and outgo has been given in Annexure-3 to this report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has a proper and robust system of internal controls geared towards achieving efficiency of business operations, safeguarding the Companys assets and ensuring optimum utilization of resources. Such controls also ensure accuracy and promptness of financial reporting and compliance with statutory regulations.

In the opinion of the Statutory Auditors of the Company, as expressed by them in their report, the Company has adequate internal control systems over financial reporting as at March 31,2024.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Companys thrust is on the promotion of talent internally through job rotation and job enlargement.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosure pertaining to remuneration and other details are provided in the Annexure-4 to this Report.

Particulars of employee remuneration, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this Annual Report. In terms of the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to Members, excluding the aforementioned information. Any Member interested in obtaining a copy of such statement may write to the Company Secretary of the Company at cs@jeenasikho.com

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying in unpaid or unclaimed dividend for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) under Section 124 of the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company was in compliance with the Secretarial Standards. i.e., SS-1 and SS-2 relating to "Meetings of the Board of Directors" and "General Meetings" respectively.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application or any proceeding has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) ("IBC Code") during the financial year 2023-24.

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

The Company has not made any one-time settlement, therefore, the same is not applicable.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Act, with respect to Directors Responsibility Statement, the Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) That they had selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they had prepared the annual accounts on a going concern basis;

e) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

ACKNOWLEDGMENTS

The Board places on record its appreciation for the continued patronage, support and co-operation extended by its shareholders, customers, bankers and all Government and statutory agencies with whose help, cooperation and hard work the Company was able to achieve the results. Your directors would further like to record appreciation to the efforts of all the employees for their valuable contribution to the Company.

For and on behalf of Board Jeena Sikho Lifecare Limited

	Sd/-	Sd/-
	Manish Grover	Bhavna Grover
Date: July 29, 2024	Managing Director	Whole-Time Director
Place: Chandigarh	DIN: 07557886	DIN: 07557913