jhs svendgaard laboratories ltd Directors report

To

The Members,

The Board of Directors hereby submits the reports of the business and operations of your Company (“the Company” or "JHS"), along with the audited financial statements (standalone and consolidated), for the financial year ended March 31, 2023.

FINANCIAL REVIEW/RESULTS

(Rs. in lakhs)

Particulars	Standalone		Consolidated
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Net sales / Income from Operation	8,191.58	7,990.59	9,620.67	8,625.24
Other Income	1,306.34	814.39	1,439.77	938.99
Interest & Finance Charges	39.98	49.94	104.16	139.36
Depreciation	582.39	589.65	746.47	705.22
Profit /{Loss ) before Tax	(1971.91)	192.39	(2184.02)	10.3
Tax Expense:
Current tax {provision for tax)	-	92.09	12.87	92.09
Deferred tax asset	(457.82)	342.97	(519.36)	345.65
Tax for earlier years	-	15	-	15
Total Tax Expense	(457.82)	436.55	(506.49)	439.24
Profit /{Loss ) after Tax	(1,514.09)	(244.17)	(1,677.53)	(428.94)
Profit /{Loss ) to be carried to the Balance Sheet	(1,529.24)	(240.01)	(1,687.44)	(421.09)
Paid up Equity Share Capital (Face Value of INR. 10/- each )	6,490.05	6,490.05	6,490.05	6,490.05
Reserve excluding revaluation reserve	10,991.62	12,486.55	10,753.37	12,100.16
Basic EPS {in Rupees not annualized } excluding extra ordinary items	(2.33)	(0.38)	(2.34)	(0.63)
Diluted EPS (in Rupees not annualized) excluding extra ordinary items	(2.33)	(0.38)	(2.34)	(0.63)

REVIEW OF OPERATIONS/STATEMENT OF AFFAIRS

The Company generated the revenue from operations during the financial year ended 31% March 2023 amounted to INR 9497.92 Lakhs as compared to INR 8804.98 Lakhs during the previous year ended 31% March 2022. The Company has been successfully managed to scale up the profitability pursuant to revived potential post COVID-19 pandemic.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the applicable provisions of Companies Act, 2013 including the Indian Accounting Standard Ind AS-110 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2022-23. Consolidated turnover of the Company was INR. 9,620.67 Lakhs as on 31% March, 2023 as against INR. 8,625.24 lakhs in the previous year. Net Loss after Tax for the year stood at INR. (1677.53) lakhs against INR. (428.94) Lakhs in the previous year.

ANNUAL RETURN

In accordance with the provisions of section 92(3) and 134 (3) (a) of the Companies Act, 2013, the Annual Return is available on the website of the Company and can be accessed via. https://www.svendgaard.com/annual_reports.html.

NUMBER OF BOARD MEETINGS

During the year under review, the Board met 5 (Five) times, details and attendance of such Board meetings are provided in Corporate Governance Report Annexed herewith and forming integral part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provision under Section 134(5) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, the Board confirm:

That in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. That we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

iii. That we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That we have prepared the annual accounts on a going concern basis.

v. That we have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

DECLARATION OF INDEPENDENCE BY DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of SEBI {Listing and Other Disclosure Requirements) Regulations, 2015 ("SEBI LODR"). The Independent Directors have also confirmed that they have complied with the Companys code of conduct for Directors and Senior Management Personnel.

All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (ICA).

Details of the Familiarization Programme Module for Independent Directors is provided in the Corporate Governance of the Report.

In the opinion of the Board, all independent directors possess a strong sense of integrity and having requisite experience, skills, qualification and expertise. For further details, please refer Corporate Governance report.

POLICY ON DIRECTORS" APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to Section 134(3){(e) and Section 178(3) of the Companies Act, 2013 {Act), the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees can be accessed at the website of the Company at https://www.svendgaard.com/policy.html.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/ EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies {Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure 1" which forms an integral part of this report.

The statement containing particulars of employees 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 part of this Annual Report. Further, the Report is being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, any shareholder interested in obtaining a copy thereof may write to the Company Secretary of the Company at cs@svendgaard.com.

SECRETARIAL AUDITORS & THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 M/s Dahiya & Associates, Practicing Company Secretaries, was appointed as the Secretarial Auditors for the financial year 2022-23 to conduct the secretarial audit of the Company.

The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as "Annexure-2" and forms an integral part of this report.

The Secretarial Audit Report is self-explanatory and contains no qualifications or observations or other remarks.

STATUTORY AUDITORS & THEIR REPORT

Statutory Auditors

During the year under review, M/s S.N Dhawan & Co, Chartered Accountants (FRN- 00050N) as Statutory Auditors w.e.f August 09, 2022 creating a casual vacancy consequent to which M/s Tattvam & Co., Chartered Accountants, (Firm Regn. No. 535309) was appointed as Statutory Auditors of the Company for term of 5 (five) consecutive years, to hold office from the conclusion of the 18" Annual General Meeting till the conclusion of 22" Annual General Meeting to be held in year 2025 by the members of the Company at their 18" Annual General Meeting held in 2022 in the accordance with Section 139 of the Companies Act, 2013 and relevant rules thereunder.

M/s. Tattvam & Co, Chartered Accountants, Statutory Auditors have confirmed that:

a. their appointment is within the limit prescribed under the Section 141 of the Act; they are not disqualified from continuing as Statutory Auditors under the Section 141 of the Act; and c. they hold a valid certificate issued by the peer review board of the Institute of Chartered Accountants of India.

REPORT OF STATUTORY AUDITORS

The reports given by M/s Tattvam & Co., Chartered Accountants, Statutory Auditors on financial statements of the Company for F.Y. 2022-23 form part of the Annual Report, which are self- explanatory. The Auditors Report does not contain any qualification, reservation or adverse remark.

COST AUDITOR

The Company is not required to maintain cost records and to undertake cost audit in accordance with the provisions of the Companies Act, 2013.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments under section 186 of the Companies Act, 2013 as at the end of the financial year ended on 31% March 2023 have been disclosed in the standalone financial statements of the Company. Kindly refer the relevant Notes to these statements.

SUBSIDIARIES & ASSOCIATE COMPANIES

As on 31% March, 2023, Company has 2 (two) subsidiaries i.e. JHS Svendgaard Mechanical and Warehouse Private Limited and JHS Svendgaard Retail Ventures Private Limited.

The Company was having an Associate Company i.e JHS Svendgaard Brands Limited.

In this connection, this is to inform that the Honble National Company Law Tribunal, Chandigarh Bench{NCLT), vide its order dated August 10, 2023 approved the Scheme of amalgamation and arrangement of JHS Svendgaard Retail Ventures Private Limited (Applicant Company No.l/Resulting Company), JHS Svendgaard Brands Limited{Applicant Company No.2/Transferor Company) and JHS Svendgaard Laboratories Limited(Applicant Company No.3/Demerged Company/Transferee Company) and their respective shareholders ("Scheme") under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act") read with the Rules framed thereunder.

Consequent to which, JHS Svendgaard Brands Limited stands "Amalgmated” with your Company .

Apart form the above, there has been no material change in the nature of the business of the subsidiaries and no company has ceased to be/became Subsidiary/ Associate of the Company.

Further, a separate statement containing salient features of the financial statements of the subsidiaries in the prescribed Form AOC-1 has been disclosed and attached with this report as Annexure 3.

CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arms length basis.

In terms of Section 134(3){h) of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of material contracts or arrangements entered into with Related Parties are provided in Form AQC-2 annexed herewith as Annexure- 4 to this Report.

Also, the Company has disclosed all related party transactions in relevant Note 40 to the Standalone Financial Statements for the financial year 2022-23.

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to the Management Discussion & Analysis Report which forms part of this report.

TRANSFER TO RESERVES

The Board of the Company has not proposed to transfer any amount from the profit and loss account to the reserves of the Company.

DIVIDEND

Considering the future plans and business requirements of the Company, your Board is compelled to not recommend any dividend for the last financial year.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3){m) of the Companies Act, 2013 read with Rule 8(3} of the Companies (Accounts) Rules, 2014 is furnished in Annexure 5 and is attached to this report.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

JHS is having comprehensive risk assessment and minimization procedure in place, which are reviewed by the Board periodically. The Board is responsible for preparation of Risk Management plan, reviewing, monitoring and updating the same on regular and ongoing basis. Audit Committee is also taking care for critical risks on yearly basis.

The Company has also formulated the Risk Management Policy through which the Company has identified various risks like quality risk, industry and competition risk, risk of loss and assets which in the opinion of the Board may threaten the existence of the Company.

Further, the risks control systems are instituted to ensure that the risks in each business process are mitigated. The Audit Committee of the Board is responsible for the overall risk management in coordination with Internal Auditor who reports directly to the Board.

In the opinion of the Board there have been no identification of elements of risk that may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY

For your Company, Corporate Social Responsibility (CSR) means the integration of social, environmental and economic concerns in its business operations. CSR involves operating Companys business in a manner that meets or exceeds the ethical, legal, commercial and public expectations that society has of businesses. In alignment with vision of the Company, through its CSR initiative, your Company will enhance value creation in the society through its services, conduct and initiatives, so as to promote sustained growth for the society. The Board of Directors of your Company has further formulated and adopted a policy based on above factors on Corporate Social Responsibility which can be accessed at our website at: https://www.svendgaard.com/policy.html. The CSR Policy of your Company outlines the Companys philosophy for undertaking socially useful programs through the creation of a CSR Trust for welfare and sustainable development of the community at large as part of its duties as a responsible corporate citizen. Broad areas CSR covered in the policy inter-alia includes:

Eradicating hunger, poverty & malnutrition, promoting preventive health care & sanitation & making available safe drinking water.

* Promoting education, including special education & employment enhancing vocation skills especially among children, women, elderly & the differently unable & livelihood enhancement projects.

* Promoting gender equality, empowering women, setting up homes & hostels for women & orphans, setting up old age homes, day care centers & such other facilities for senior citizens & measures for reducing inequalities faced by socially & economically backward groups.

Further, the CSR policy also aims to provide for following:

e Establishing a guideline for compliance with the provisions of Regulations to dedicate a percentage of Companys profits for social projects. es Ensuring the implementation of CSR initiatives in letter and spirit through appropriate procedures and reporting.

+ Creating opportunities for employees to participate in socially responsible initiatives.

During the last financial years, no changes took place in the CSR Policy. Further, during the year under review, Company was not covered under provisions of Section 135 of the Companies Act, 2013 and relevant rules related to Corporate Social Responsibility.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) ("Listing Regulations”), the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors.

A structured questionnaire, covering varicus aspects of the functioning of the board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Boards focus, regulatory compliances and Corporate Governance, etc., is in place. Similarly, for evaluation of individual Directors performance, the questionnaire covering various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc, is also in place.

Board members had submitted their response for evaluating the entire Board, respective committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had a separate meeting held on 14.02.2023. No Directors other than Independent Directors had attended this meeting. Independent Directors discussed inter-alia the performance of Non- Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non- Executive Directors.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.

The Directors expressed their satisfaction with the evaluation process.

CHANGE IN NATURE OF BUSINESS

During the review under a year, there have been no material changes in the nature of business of the Company.

The Board of Directors (“Board”) of JHS Svendgaard Laboratories Limited ("Company") at its meeting held today i.e. August 14, 2023, analyzed and discussed the proposal for consolidation of business of the Company and Vedic Cosmeceuticals Private Limited ("VCPL").

The Company is engaged in manufacturing and selling (Exports) of Toothbrushes, Toothpastes, Mouthwash, Denture Tablets and other allied Oral care Products. On the other hand, VCPL is engaged in developing, manufacturing and selling of skincare products for Baby care, Hair Care, Body Care, Intimate Care, Pet care, Spa Products and Grooming products.

Both the Companies belong to the Fast-Moving Consumer Goods (FMCG) Industry, having similar line of Business and same customer base and the proposed Amalgamation of both the Companies will lead to huge synergy benefits in the form of enhancement of market size, improvement in organizational performance in long run due to expanded market control, upgraded benefit, and hazard expansion.

The Board in-principally agreed to the Amalgamation of the Company and VCPL under the Scheme of Arrangement for Amalgamation to be entered into between the Company and VCPL, their respective promoters/shareholders and creditors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Key Managerial personnel (KMP) of the Company as per section 2(51) and 203 of the Companies Act, 2013 as on 31% March, 2023 are as follows:

Director/KMP	Designation
Mr Rajagopal Chakravarthi Venkateish	Non-Executive Independent Director- Chairman
Mr. Nikhil Nanda	Managing Director
Mr. Mukul Pathak	Non-Executive Independent Director
Mr. Kapil Minocha	Non-Executive Independent Director
Mrs. Rohina Sanjay Sangtani	Non-Executive Women Independent Director
*Mr. Vinay Mittal	Non-Executive Director
Mr. Paramvir Singh Pabla	Chief Executive Officer
Mr. Ashish Goel	Chief Financial Officer
**Mr. Neeraj Kumar	Joint Chief Financial Officer
**Mr, Deepesh Sharma	Joint Chief Financial Officer
***Mr. Avinash Pratap	Company Secretary & Compliance Officer
***Mrs. Komal Jha	Company Secretary & Compliance Officer

*During the financial year 2022-23, Mr. Vinay Mittal has been appointed as an Non-Executive Director w.e.f 27.05.2022.

**During the financial year 2022-23, Mr. Neeraj Kumar resigned as Joint Chief Financial Officer of the Company w.e.f 15.03.2023 and thereafter Mr. Deepesh Sharma was appointed as Joint Chief Financial Officer of the Company w.e.f 30.05.2023.

***During the financial year 2022-23, Mr. Avinash Pratap resigned from the post of Company Secretary & Compliance Officer w.e.f.27.05.2022 and thereafter Mrs. Komal Jha was appointed as Company Secretary & Compliance Officer w.e.f. 10.11.2022.

Mr. Vinay Mittal, Non-Executive Director of the Company, who retires by rotation at the ensuing 19" AGM and being eligible offers himself for re-appointment. The necessary proposal for the same forms part of the Notice of the ensuing AGM.

DISCLOSURE ON DEPOSIT UNDER CHAPTER V

During the year under review the Company has neither accepted nor renewed any deposit in terms of Chapter V of the Companies Act, 2013 and Rules framed thereunder.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace. A policy has been adopted in line with the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal} Act, 2013 and the rules framed there under and an Internal Complaints Committee has also been set up to redress complaints received regarding Sexual Harassment. During the year, no complaints pertaining to sexual harassment were received.

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

The Company has not received any significant or material orders passed by any regulatory Authority, Court or Tribunal which shall impact the going concern status and Companys operations in future.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. Separate report on Corporate Governance, forms an integral part of this Annual Report. A certificate from M/s Dahiya & Associates, Practicing Company Secretaries, confirming compliance with the conditions of corporate governance is also attached to the Corporate Governance Report.

COMMITTEES OF THE BOARD

The details of composition, details of meeting and attendance of members of the Audit Committee, the Nomination & Remuneration Committee, the Stakeholders Relationship Committee and the Corporate Social Responsibility Committee is provided in the Corporate Governance Report section of this report.

AUDIT COMMITTEE

The Company has duly constituted an Audit Committee, whose detailed composition and powers are provided in the Corporate Governance Report. There were no recommendations of the Audit Committee which have not been accepted by the Board during the financial year.

COMPLIANCE WITH SECRETARIAL STANDARD

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

MATERIAL CHANGES AND COMMITMENTS

Change in Capital Structure

The authorized equity share capital of the Company stood at Rs. 85,00,00,000 (Rupees Eighty Five Crores only) divided into 8,50,00,000 {Eight Crores Fifty Lacs ) equity shares of Rs. 10/- each as at 31? March 2023 as increased from Rs.70,00,00,000 (Rupees Seventy Crores Only) consisting of 70,000,000 (Seven Crores) equity shares of face of value of Rs.10/- each pursuant to the Special Resolution of the members passed at 18" AGM of the Company held on 30" September, 2022.

During the year, a preferential issue of up to 1,55,00,000 (One Crore Fifty-Five Lakh) warrants, convertible into equivalent number of equity shares of face value of Rs. 10/- each of the Company, at an issue price of Rs. 26.60/- per warrant aggregating to Rs. 41,23,00,000/-/- (Rupees Forty one crore and twenty three lakhs Only), was approved by the Board in the Board Meeting held on September 02, 2022, and subsequently by the shareholders in the 18th AGM held on 30th September 2022.

However, the said issue was withdrawn by the Management due to the unwillingness as expressed by the proposed allotters via mail dated January 31, 2023.

Further, the requisite intimation was given to both the stock exchanges viz., NSE and BSE in pursuance of Regulation 30 of SEBI {Listing Obligations and Disclosure Requirements) Regulations, 2015. The said intimation is enclosed herewith for perusal of the Board. Accordingly, during the year under review there were no changes in the capital structure of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Save as otherwise disclosed in this report, there are no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

VIGIL MECHANISM

As per Listing Regulation read with Section 177(9) of the Act, the Company has established Vigil Mechanism through which Directors, Employees and Business Associates may report unethical behavior, malpractices, wrongful conduct fraud, and violation of companys code of conduct without any fear of reprisal. Vigil Mechanism is being overseen by the Audit Committee for the genuine concerns expressed by the employees and the Directors. The said Policy provides adequate safeguards against victimization of employees and Directors who express their concerns.

The Company has also provided direct access to the Audit Committee on reporting issues concerning the interests of employees and the Company and no employee was denied access to the Audit Committee. The policy as approved by the Board is uploaded on the Companys website at https://www.svendgaard.com/policy.html

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions cn these items during the year under review:

» Issue of equity shares with differential rights as to dividend, voting or otherwise.

» Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

» Neither Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. » No application was filed by/ on the Company under the Insolvency and Bankruptcy Code, 2016. Further, in terms of Regulation 30A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there no such agreements which are required to be disclosed in the Annual Report.

Also, the Company is not falling under the list of top 1000 Companies, for the purpose of determination of applicability of dividend distribution policy and business responsibility & sustainability reporting.

INDUSTRIAL RELATIONS

The Company has been maintaining 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.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all customers, shareowners, suppliers, bankers, business partners/associates, financial institutions and the Central Government and the State Government for their consistent support and encouragement provided by them in the past. Your Directors conveying their sincere appreciation to all employees of the Company and its subsidiaries and associates for their hard work and commitment. Their dedication and competence has ensured that the Company continues to be a significant and leading player in this industry.

		For and on behalf	of the Board
	Sd/-		Sd/-
	Nikhil Nanda		Vinay Mittal
Date: 14/08/2023	Managing	Director	Director
Place: New Delhi	DIN: 00051501		DIN: 08232559

Details under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Relevant Clause u/r 5(1) Prescribed Requirement	Particulars
i. Ratio of the remuneration of each director to the Median Remuneration to the employees of the Company for the financial year	311
ii. The percentage increase in remuneration of each director, CFO, CEO, Company Secretary or Manager, if any, in the financial year	(5.36)
iil. Percentage increase in median remuneration of employees in the financial year.	3.62
iv Number of permanent employee on the rolls of the Company.	259
V. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration It is hereby affirmed that the remuneration is as per the remuneration policy of the Company	Nil

For and on behalf of the Board

	Sd/-		Sd/-
	Nikhil Nanda		Vinay Mittal
Date: 14/08/2023	Managing	Director	Director
Place: New Delhi	DIN: 00051501		DIN: 08232559

ANNEXURE-2

Form No. MR-3

Secretarial Audit Report for the financial year ended March 31, 2023

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

To,

The Members

JHS SVENDGAARD LABORATORIES LIMITED

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by JHS Svendgaard Laboratories Limited (hereinafter called "the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company, to the extent the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India warranted due to the spread of the COVID-19 pandemic, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on March 31, 2023, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on March 31, 2023 according to the applicable provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder; ii. The Securities Contract (Regulation) Act, 1956 (SCRA) and the rules made thereunder; iil. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act): a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India {Prohibition of Insider Trading) Regulations, 2015; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; {Not applicable to the Company during the audit period); e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; {Not applicable to the Company during the audit period); f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period);

9) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; {Not applicable to the Company during the audit period) and; h) The Securities and Exchange Board of India (Buyback of Securities} Regulations, 2018; vi. Other laws applicable specifically to the Company namely:- a) Information Technology Act, 2000 and the rules made thereunder; oo ) The Indian Copyright Act, 1957; c) The Patents Act, 1970; d) The Trade Marks Act, 1999

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

Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings. ii. The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and BSE Limited read with the SEBI {Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above.

WE FURTHER REPORT THAT:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non- Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for meetings other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes, decisions at the Board Meetings were taken unanimously.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable Laws, Rules, Regulations and Guidelines etc.

We further report that during the audit period no events occurred which had bearing on the Companys affairs in pursuance of the above referred Laws, Rules, Regulations, Guidelines, Standards etc

Thanking you,

		For Dahiya & Associates
		Sd/-
		Mohit Dahiya
		Proprietor
		Practising Company Secretary
		Membership No-F9540
		COP No- 23052
		UDIN : FO09540E000773116
Place	: New Delhi
Date :	09/08/2023

This Reports to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report.

To,

The Members,

JHS SVENDGAARD LABORATORIES LIMITED

Our report of even date is to be read along with this letter

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management Representation about the Compliance of Laws, Rules and Regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Thanking you,

			Sd/-
			Mohit Dahiya
			Proprietor
		Practising Company Secretary
			Membership No-F9540
			COP No- 23052
		UDIN	: FO09540E000773116
Place	: New Delhi
Date :	09/08/2023

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

PART “A”: SUBSIDIARIES

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Sl. No. Particulars	Details	Details
1. Name of the subsidiary	JHS Svendgaard Retail Ventures Private Limited	JHS Svendgaard Mechanical and Warehouse {P)Limited
2. Reporting period for the subsidiary concerned, if different from the holding companys reporting period	-	-
3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries	-	-
4, Share capital	651.2	1.00
5. Reserves & surplus	36.16	(38.02)
6. Total assets	854.66	1,285.51
7. Total Liabilities	223.78	1,286.70
8. Investments	114.82	-
9. Turnover	1,139.22	-
10. Profit/Loss before taxation	111.07	(0.59)
11. Provision for taxation	-	-
12. Profit after taxation	74.96	(0.59)
13. Proposed Dividend	-	-
14. % of shareholding	-	-

PART “B": ASSOCIATES AND JOINT VENTURES: (Rs. in lakhs)

Sl. No. Particulars Details

1. Name of the subsidiary/associate JHS Svendgaard Brands Limited

2. Reporting period for the subsidiary concerned, if different NA from the holding companys reporting period

3. Reporting currency and Exchange rate as on the last date of NA the relevant Financial year in the case of foreign subsidiaries

4, Share capital 1569.75

5. Reserves & surplus (199.63)

6. Total Assets 5893.53

7. Total Liabilities 1074.37

8. Investments -

9. Turnover 398.81 10. : Profit/{LOSS)before taxation (310.73) 11. : Provision for taxation - 12. : Profit / Loss after taxation (229.04) 13. : Proposed Dividend - 14. : % of shareholding -

For and on behalf of Board of Directors of JHS Svendgaard Laboratories Ltd

Sd/-		Sd/-
Nikhil Nanda		Vinay Mittal
Managing	Director	Director
DIN: 00051501		DIN: 08232559
Sd/-		Sd/-
Komal Jha		Ashish Goel
Company	Secretary & Compliance Officer	Chief Financial Officer
Membership No- 20356
Date: 14.08.2023
Place: New Delhi

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arms length basis.

SL. No. Particulars	Details
a) Name {s) of the related party & nature of relationship
b) Nature of contracts/arrangements/transaction
c) Duration of the contracts/arrangements/transaction
d) Salient terms of the contracts or arrangements or transaction including the value, if any
e) Justification for entering into such contracts or arrangements or transactions	Not Applicable
f) Date of approval by the Board
g) Amount paid as advances, if any
h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188

2. Details of contracts or arrangements or transactions at Arms length basis.

SL. No. Particulars	Details
a) Name (s) of the related party & nature of relationship	JHS Svendgaard Brands Limited, Associate Company
b) Nature of contracts / arrangements / transaction	1. Cross selling of products
	2. Sub- contracting
	3. Leasing of immovable property
	4. Cost Sharing Agreements Loan/ Corporate Guarantee
c) Duration of the contracts / arrangements / transaction	Five financial years i.e. from FY 2021-22 to FY 2025-26
d) Salient terms of the contracts or arrangements or transaction including the value, if any	Transactions shall be undertaken as per the prevailing market price or as may be approved by the Audit Committee/Board (as required) from time to time
e) Date of approval by the Board	March 02, 2022
f) Amount paid as advances, if any

For and on behalf of the Board JHS Svendgaard Laboratories Limited

	Sd/-	Sd/-
	Nikhil Nanda	Vinay Mittal
Date: 14.08.2023	Managing Director	Director
Place: New Delhi	DIN: 00051501	DIN: 08232559

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO

1. CONSERVATION OF ENERGY

Wherever possible, energy conservation measures have been implemented. However, efforts to conserve and optimize the use of energy through improved operational methods and other means are being continued on an on-going basis. The energy consumption and the cost of production are kept under control. Wastage of energy has been minimized to a negligible level by switching off the electronic equipments as and when not in use.

Requisite data in respect of energy conservation is given below:

Power and fuel Consumption	Units	2022-2023	2021-2022
1. Electricity
(A) Purchased
Units	Kwh	37,40,853	65,63,549
Total Amount	Rs. In Lakhs	254.39	252.03
Rate/Unit	Rs.	6.80	3.84
(B) Own Generator
Through Diesel Generator Units	Kwh	89900	85,200
Unit per liter of Diesel Oil	Kwh	3.10	3.25
Cost/Unit	Rs.	28.29	24.60
Through steam turbine/generator		(88/-Ltr)	(80/-Ltr)
2. Other/ Internal generation light/diesel oil/furnace oil
(A) Quantity
Total Cost
Average Rate
(B) Consumption Per unit of Production
1} Electricity	Kwh/Per Unit
Oral Care Products
2) Through Diesel Generator	Kwh/Per Unit
Oral Care Products

2. DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION

Efforts made towards Technology Absorption

The company has continued its endeavor to absorb best of the technologies for its products range to meet the requirements of globally competitive markets. The Company undertakes from time to time, various studies for process improvement, quality improvement and eccnemies in production cost. The Company has a R&D team having good experience and well equipped with all the latest technologies and machines that help the Company to compete with the competitors who exist in both Organized and unorganized Sector.

ii. the benefits derived like product improvement, cost reduction, product development or import substitution: NIL

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

) the details of technology imported: NIL Tw) the year of import: NIL

) whether the technology been fully absorbed: NIL

0 ) if not fully absorbed, areas where absorption has not taken place, and the reasons there of: NIL, and

iv. the expenditure incurred on Research and Development: NIL

3. FOREIGN EXCHANGE EARNINGS AND OQUTGO

Particulars	2022-23	2021-22
Foreign Exchange and Outgo	29,439,181	76,28,802
Earning in Foreign Exchanges	-	-

For and on behalf of the Board

	Sd/-	Sd/-
	Nikhil Nanda	Vinay Mittal
Date: 14.08.2023	Managing Director	Director
Place: New Delhi	DIN: 00051501	DIN: 08232559