Yasons Chemex Care Ltd Directors Report

To

The Members, Yasons Chemex Care Limited Ahmedabad

Your directors have pleasure in presenting Seventh Annual Report of the Company along with Audited Financial Statements for the financial year ended 31st March 2024.

1. FINANCIAL PERFORMANCE SUMMARY:

Financial Summary and performance highlights of the Company, for the financial year ended 31^st March 2024 are as follows:

(Rs. in Lakh)

	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from operations	4767.47	3677.27	6924.32	3677.27
Other Income	81.81	423.37	95.55	423.37
Total Income	4849.28	4100.64	7019.87	4100.64
Less: Expenditure	4632.08	3633.34	6696.94	3633.34
Profit/Loss before Interest, Depreciation and Tax	217.2	467.3	322.93	467.3
Less: Interest	57.61	35.80	99.64	35.80
Less: Depreciation and
Amortization	10.22	10.1	42.86	10.1
Less: Extra Ordinary Items	-	-	-	-
Profit/Loss Before Tax Less : Tax Expenses	149.38	421.39	180.43	421.39
Current Tax	27.6	71.1	57.99	71.1
Tax in respect of earlier year	5.31	7.76	5.31	7.76
Deferred Tax Asset	(7.63)	(0.23)	(7.63)	(0.23)
Profit/Loss After Tax	124.1	342.77	124.77	342.77
Basic Earnings per share	0.7	2.42	0.71	2.42
Diluted Earnings per Share	0.7	2.42	0.71	2.42

2. REVIEW OF BUSINESS OPERATIONS AND THE STATE OF COMPANYS AFFAIRS:

Standalone:

The total revenue from the operation of your Company for the financial year 2023 24 is Rs. 4767.47 Lakhs which is 29.64 % higher as compared with last years total revenue Rs. 3677.27 Lakhs.

The operating profit before tax for the financial year 2023 24 is Rs 149.38 Lakhs which is reduced by 64.55 % as compared to previous year at Rs. 421.39 Lakhs.

Total Comprehensive Income for financial year 2023 24 is Rs. 122.89 Lakhs which is reduced by 64.18% as compared to the previous year at Rs 343.09 Lakhs.

Consolidated:

The total revenue from operation of your Company for the financial year 2023 24 is Rs. 6924.32 Lakhs which is 88.30 % higher as compared with last years total revenue Rs. 3677.27 Lakhs.

The operating profit before tax for the financial year 2023 24 is Rs 180.43 Lakhs which is reduced by 57.18% as compared to previous year at Rs. 421.39 Lakhs.

Total Comprehensive Income for financial year 2023 24 is Rs. 123.55 Lakhs which is reduced by 63.98% as compared to previous year at Rs 343.09 Lakhs.

Initial Public Offer ("IPO")

The Company in the month of July 2023 had come out with an Initial Public Offer ("IPO"). The said IPO was fully subscribed by the investors. The Management is thankful to Securities Exchange Board of India ("SEBI") and all other statutory authorities for allowing IPO and also thankful to the Investors for reposing faith in the Company. The Companys equity shares were listed on National Stock Exchange of India Limited (NSE) EMERG platform on 3rd August 2023.

3. DIVIDEND:

Your Company has not declared any dividend during the year because Board of Directors of the Company has decided to carry all profit after tax to Profit & Loss Account under Reserve & Surplus and to keep it for future growth and development.

4. AMOUNT TRANSFERRED TO RESERVES:

Your Company has earned Net profit of Rs. 124.10 Lakhs during the financial year 2023 24. Your directors have transferred to reserves of Rs. 124.10 Lakhs to Strengthen the Financial position of the company in the nearest future. As a result, the Balance of Reserve and surplus as on 31st March 2024 is Rs. 1977.26 Lakhs

5. CHANGES IN THE NATURE OF THE BUSINESS:

For sustained growth in the future, your Company wants to rely on the main business of the Company.

There is no change in the nature of the business of the company during the year.

6. CHANGES IN SHARE CAPITAL

A) Authorized Capital:

During the period under review, there was no change in Authorised Share Capital as Compared to Previous Year.

B) Issued Capital, Subscribed and Paid-up Capital:

Your Company has issued 51,42,000 Equity Shares (Fifty-One lakhs Forty Two thousand) Shares of Rs.

10 Each. And amount aggregating to Rs. 5,14,20,000/ (Five Crores Fourteen Lakhs Twenty thousand only) as fully paid Equity shares by way of Initial Public Offer in the month of July 2023 as a result the paid up equity share capital of the Company increased from Rs. 14,16,19,200 / to Rs. 19,30,39,200 / .

SR NO.	PARTICULARS	PAID UP EQUITY SHARE CAPITAL
1	Total Paid Up Equity Share Capital as on 31st March,2023	14,16,19,200
2	Subscribed Share Capital (Initial Public Offer During July,2023	5,14,20,000
3	Total Paid Up Equity Share Capital at Present	19,30,39,200

a. Buy Back of Securities

Your Company has not bought back any of its securities during the year under review.

b. Sweat Equity

Your Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares

Your Company has not issued any Bonus Shares during the year under review.

d. Employee Stock Option Plan

Your Company has not provided any Stock Option Scheme to the employees.

7. MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

The Company in the month of July, 2023 had come out with Initial Public Offer ("IPO"). The said IPO was fully subscribed by the investors. The Management is thankful to Securities Exchange Board of India ("SEBI") and all other statutory authorities for allowing IPO and also thankful to the Investors for reposing faith in the Company. The Companys equity shares were listed on National Stock Exchange of India Limited (NSE) EMERG platform on 03^rd August, 2023. Apart from this there is no material Changes & Commitments which affecting the financial position of the Company.

8. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

There are no significant, material orders passed by the Regulators or Courts or tribunal which would impact the going concern status of the Company and its future operation.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

BOARD COMPOSITION

The Board of Directors of the Company consist of eminent individuals from diverse fields having experience and expertise in their respective fields. As on March 31, 2024, the board comprises of 5 (Five) directors out of which 2 (two) are executive directors, 3 (Three) are non executive directors and independent directors. Independent Directors are appointed in compliance with the applicable provisions of the Act, as amended from time to time. The maximum tenure of the independent directors is in compliance with the Act.

None of the directors on the board holds the directorship in more than 20 (twenty) companies and out of them none of the directors holds the directorship in more than 10 (ten) public companies at a time, pursuant to provision of Section 165 of the Act.

The table below gives the composition of the Board of the Directors of the Company at the end of financial year 2023 - 24:

Sr. No	Name of the Director	Category	Date of Appointment
1.	Mr. Pritesh Yashwantlal Shah Managing Director (DIN: 00239665)	Promoter, Executive Director	17/10/2017
2.	Mrs. Dimple Priteshkumar Shah Whole time Director (DIN: 06914755)	Promoter, Executive Director	01/01/2018
3	Ms. Aangee Shah (DIN:07486980)	Non Executive and Independent Director	13/07/2019
4	Mr. Smit Kumarpal Shah (DIN: 09803827)	Non Executive and Independent Director	08/12/2022
5	Ms. Silva Kriyangbhai Shah (DIN: 10283803)	Non Executive and Independent Director	21/08/2023

During the year under review, Mr. Vinod Kumar has resigned from the position of Independent Director of the Company with effect from 21st August, 2023 and the Board has appointed Ms. Silva

Shah as Director in the capacity of non executive Independent for the period of five years with effect from 21st August, 2023.

During the Current year, Mr. Smit Kumarpal Shah has resigned from the position of Independent Director of the Company with effect from 23^rd April 2024 and the Board has appointed Mr. Rushabh Anilkumar Shah as an Additional Director (Non-Executive and Independent Director) with effect from 21st May 2024.

The Board of Directors had recommended the appointment of Mr. Rushabh Shah as an Independent Director of the Company.

A) RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys

Articles of Association Mr. Pritesh Yashwantlal Shah (DIN: 00239665) of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re appointment. The aforesaid re appointment with a brief profile and other related information of Mr. Pritesh Yashwantlal Shah forms a part of the Notice convening the ensuing Annual General Meeting and the Directors recommend the same for your approval.

B) INDEPENDENT DIRECTORS:

The following directors have been appointed as Independent Directors in terms of Section 149(6) of the Act;

Sr. No	Name of the Director	Category	Date of Appointment	Date of Cessation
1	Ms. Aangee Shah (DIN:07486980)	Non Executive Independent Director	13/07/2019	--
2	Mr. Smit Kumarpal Shah (DIN: 09803827)	Non Executive Independent Director	08/12/2022	23/04/2024
3	Mr. Vinodkumar (DIN: 09803828)	Non Executive Independent Director	08/12/2022	21/08/2023
4	Ms. Silva Kriyangbhai Shah (DIN: 10283803)	Non Executive Independent Director	21/08/2023	--

During the Year under review, your Company has appointed Ms. Silva Kriyangbhai Shah (DIN:10283803) at the Board Meeting held on 21st August, 2023 as Additional director of the company and was regularized as Independent Director at Annual General Meeting held on 25^th September, 2023 as Independent Director of the Company.

During the Year under review, Mr. Vinodkumar (Non Executive Independent Director) Resigned w.e.f with effect from 21st August, 2023.

After the closure of the financial year 2023-24, Mr. Smit Kumarpal Shah (Independent Director) Resigned with effect from 23rd April 2024 and Mr. Rushabh Anilkumar Shah has been appointed as Additional Director (Non-Executive and Independent Director) w.e.f 21st May 2024.

The Board of Directors has proposed appointment of Mr. Rushabh Anilkumar Shah as an Independent Director (Professional and Non-Executive) at the ensuing 07th Annual General Meeting of the Company.

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with sub rule (1) and sub rule (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and they have complied with the code for Independent prescribed in Schedule IV of the Act.

The Board is of the opinion that the all Directors including the Independent Directors of the Company possess requisite qualifications, experience and expertise in their relative fields like science and technology, strategy, finance, governance, human resources, safety, sustainability, etc. and that they hold highest standards of integrity.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs ("IICA") in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment &

Qualification of Directors) Rules, 2014.

Familiarization Programme of Independent Directors: The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Companys procedures and practices. The Company endeavors, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company. The details of such familiarization programs for Independent Directors are posted on the website of the Company.

C) KEY MANAGERIAL PERSONNEL:

During the year Ms. Himali Thakkar resigned from the post of Company Secretary on 31st December 2023 and Ms. Riddhi Sumit Shah is appointed as a Company Secretary with the approval of Board w.e.f. 15^th MarMarch24.

Mr. Kiritkumar Harjivandas Shah is the Chief Financial Officer of the Company. Mr. Pritesh Shah is the Managing Director of the Company. Mrs. Dimple Shah is the Whole Time Director of the Company.

10. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATIONOF MANAGERIAL PERSONNEL) RULES, 2014:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016 details of remuneration of employees as required under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached at Annexure-I.

11. EXTRACT OF ANNUAL RETURN:

In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the extract of the Annual Return is available on the website of the Company i.e., www.yasonschemexcare.com.

12. MEETINGS OF BOARD OF DIRECTORS:

The Company had conducted total 16 Board meetings on 5^th April, 2023, 29^th April, 2023, 8^th May, 2023, 25^th May, 2023, 28^th May, 2023, 22^nd June, 2023, 12^th July, 2023, 17^th July, 2023, 31^st July, 2023, 21^st August, 2023, 29^th August, 2023, 30^th October, 2023, 02^nd November, 2023, 1^st January, 2024, 15^th March 2024, 27^th March, 2024.

The Company has complied with the provisions of Companies Act and Secretarial Standards

1 i.e., maximum gap between two Board Meetings was less than One Hundred and Twenty days.

Name of the Directors	Category	Meetings held During the Tenure of the Director	Meetings Attended	No. of Committee/ Membership in Which He / She is a Member & Chairman
Mr. Pritesh Yashwantlal Shah	Managing Director	16	16	Member of Audit Committee
Mrs. Dimple Priteshkum ar Shah	Whole time Director	16	16	N.A. Chairperson of Audit Committee, Member of
Ms. Aangee Shah	Independent Director	16	16	Nomination and Remuneration Committee & Stakeholder Relation Committee Chairman of Nomination and Remuneration
Mr. Smit Kumarpal Shah	Independent Director	16	16	Committee & Stakeholder Relation Committee, Member of Audit Committee
Mr. Vinodkuma r	Independent Director	10	10	Member of all three Committees
Ms. Silva Kriyangbhai Shah	Independent Director	6	6	Member of all three Committees

Mr. Smit Kumarpal Shah Resigned w.e.f 23/04/2024. Mr. Vinodkumar Resigned w.e.f 21/08/2023.

Ms. Silva Kriyangbhai Shah was appointed as Independent Director w.e.f 21/08/23.

13. COMMITTEES OF THE BOARD AND ITS MEETINGS:

As Company is listed on EMERGE Platform of National Stock Exchange of India Limited, Hence Company required to constitute various committees as per applicable provisions of Companies Act, 2013.

Presently, the board has Three (3) committees i.e. Audit Committee, Nomination and Remuneration Committees, Stakeholders Relationship Committee, constitution of which are given below.

a) Composition of Audit Committee:

The Board of Directors constituted an Audit Committee in compliance with the provision of Section 177 of the Companies Act, 2013.

During the year under review, Audit Committee met 6 times in FY 2023-24, on 5^th April 2023, 25^th May 2023, 22^nd June 2023, 12^th July 2023, 2^nd November 2023 and 1^st January 2024.

The details of meetings attended by its members are given below:

Sr. No	Name of Director	Category/Natu re of Directorship	Number of Meetings Held During the F.Y 2023-24	Number of Meetings Attended During the F.Y 2023-24	Percentage of Attendance
1	Ms. Aangee Rajendrakumar Shah	Chairperson & Independent Director	6	6	100
2	Mr. Pritesh Yashwantlal Shah	Member & Managing director (Executive)	6	6	100
3	Mr. Smit Kumarpal Shah	Member & Independent Director	6	6	100
4	Mr. Vinodkumar	Member & Independent Director	4	4	100
5	Ms. Silva Kriyangbhai Shah	Member & Independent Director	2	2	100

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board.

b) Composition of Nomination and Remuneration Committee:

The Board of Directors constituted the Nomination and Remuneration Committee in compliance with the provision of Section 178 of the Companies Act, 2013.

During the year under review, the Nomination and Remuneration Committee met 4 times in FY 2023-24 on 5^th April 2023, 21^st August 2023, 29^th August 2023, 15^th March 2023.

The details of meetings attended by its members are given below:

Sr. No	Name of Director	Category/Natu re of Directorship	Number of Meetings Held During the F.Y 2023-24	Number of Meetings Attended During the F.Y 2023-24	Percentage of Attendance
1	Ms. Aangee Rajendrakumar Shah	Chairperson & Non Executive Director	4	4	100
2	Mr. Smit Kumarpal Shah	Member & Non Executive director	4	4	100
3	Mr. Vinodkumar	Member & Non Executive director	2	2	100
4	Ms. Silva Kriyangbhai Shah	Member & Non Executive director	2	2	100

The term of reference of Nomination & Remuneration Committee is as below:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the level and composition of remuneration of the directors, key managerial personnel and other employees; 2. Formulation of criteria for evaluation of independent directors and the Board; 3. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; 4. Devising a policy on Board diversity; and 5. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

The Policy of Nomination and Remuneration Committee has been placed before Website of the Company.

c) Composition of Stakeholder Relationship Committee:

The Board of Directors constituted Stake Holders Relationship Committee in compliance with the provision of Section 178 of the Companies Act, 2013.

During the year under review, Stake Holders Relationship Committee met 2 times on 20^th July 2023 and 2^nd November, 2023.

The details of meetings attended by its members are given below:

Sr. No	Name of Director	Category/Nature of Directorship	Number of Meetings Held During the F.Y 2023-24	Number of Meetings Attended During the F.Y 2023-24	Percentage of Attendance
1	Mr. Smit Kumarpal Shah	Chairperson & Non Executive Director	2	2	100
2	Ms. Aangee Rajendrakumar Shah	Member & Non Executive director	2	2	100
3	Mr. Vinodkumar	Member & Non Executive director	1	1	100
4	Ms. Silva Kriyangbhai Shah	Member & Non Executive director	1	1	100

During the year, the Company had received 94 complaints from the Shareholders and were subsequently disposed of within the year itself. There was no complaint pending as on 31st March 2024.

d) MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the Financial Year 2023 24 on 15/03/2024. The Meeting of the Independent Directors was conducted in an informal manner without the presence of the Non independent Directors.

14. EXTRA ORDINARY GENERAL MEETING:

No Extra Ordinary General Meeting was conducted during FY 2023-24.

15. ANNUAL GENERAL MEETING:

The Sixth Annual General Meeting was held on 25^th September 2023 at the Registered office of the Company at 4^th Floor, 412 Sigma Icon 1, 132ft Ring Road, Opp. Medilink Hospital, Satellite, Ahmedabad 380015, Gujarat India.

16. FORMAL ANNUAL EVALUATION:

Pursuant to the provision of Companies Act, 2013, Rules made thereunder and as per policy of the Company, Separate meeting of directors was held to evaluate the performance of the directors, performance of the board as a whole and performance of the members of the Committee and Committee, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Evaluation of the performance of the board, its committees and individual directors has been carried out after taking into consideration various criteria as recommended by the Nomination and Remuneration Committee of the Company and reviewed by the Nomination and Remuneration Committee too.

All Directors of the company were satisfied with the evaluation process and its outcome.

17. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Your Company has been following a policy with respect to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel ("SMP"). The appointment of Directors on the Board is subject to the recommendation of the Nomination and Remuneration Committee ("NRC"). The Board has on recommendation of the Nomination & Remuneration Committee, framed a policy for selection, appointment and remuneration of directors and Key Managerial Personnel including Criteria for determining qualifications, positive attributes and independence of directors as on 27th December 2022. Copy of Policy is available on the website of the Company.

18. AUDITORS:

1. STATUTORY AUDITORS:

The Companys existing Statutory Auditors, M/s H S K. CO & LLP, Chartered Accountants, were appointed by the Members at the Second Annual General Meeting (AGM) of the Company, for a period of 5 years, to hold office until the conclusion of the 7th AGM to be held for FY 2023-24. The period of five year was completed in the Company. The Board of Directors at its meeting held on 03.09.2024, has recommended re-appointment of M/s H S K. CO & LLP. as Statutory Auditors of the Company for a second consecutive term of five years, from the conclusion of this 7th Annual General Meeting till the conclusion of the 12th Annual General Meeting to be held for the Financial Year 2028-29.

AUDITORS REPORT:

The Report given by the Auditors on the Financial Statements of the Company is part of the Annual

Report. The Notes to the accounts referred to in the Auditors Report.

There has been no Qualification, reservation, adverse remark or disclaimer given by the auditors in their Report.

2. SECRETARIAL AUDIT REPORT:

The Board of Directors of your Company appointed M/s J D Khatnani & Associates, Company Secretaries (M. No: A50727 and CP: 18421) as the Secretarial Auditors of the Company for the conduct of Secretarial Audit for the Financial Year 2023 24, pursuant to the provisions of Section

204 of the Companies Act,2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report submitted by the Secretarial Auditor is annexed as "Annexure II" to this Boards Report.

3. INTERNAL AUDIT AND CONTROL: During the year under the preview, the Company has not appointed any Internal Auditor.

4. COST AUDITOR:

As per the Companies (Cost Records and Audit) Rules, 2014 as amended by Companies (Cost Records and Audit) Amendment Rules, 2014 issued by the Central Government, the Company is not required to get its cost records audited by a Cost Auditor. The Company also does not require us to maintain cost records.

19. VIGIL MECHENISM:

Your Company has formulated a Whistle Blower Policy to establish a Vigil Mechanism for directors and employees of the Company to report the concerns about unethical behaviour, actual or suspected fraud or violation of the policy since the provisions of Section 177 of the Companies Act, 2013 read with the rules made thereunder. The Policy is available on the website www.yasonschemexcare.com of the Company.

20. PUBLIC DEPOSITS:

The Company has not accepted any public deposits nor any amount of principal or interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial year ended.

The Company has received declarations from its Directors 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.

21. PARTICULARS OF LOANS, GUARANTEES INVESTMENTS AND/OR SECURITIES UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Particulars of transactions covered under Section 186 are detailed in the notes forming part of the Financial Statements for the year ended March 31, 2024. Therefore, the same is not produce here.

22. SUBSIDIARIES:

During the year under review, your Company continues to be a subsidiary of Yash Chemex Limited.

The Company does not have any subsidiary or Associates Company. However, the Company has invested in Rishit Polysurf LLP.

23.DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is fully committed to uphold and maintain the dignity of every woman working with the Company. Your Company has Zero tolerance towards any action on the part of any one which may fall under the ambit of "Sexual Harassment at workplace".

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed an Internal Complaint Committee ("ICC") for its workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a detailed policy for prevention of sexual harassment at workplace which ensures a free and fair enquiry process with clear timelines for resolution.

There was no case filed during the year, under the sexual harassment of woman at work place (Prevention, Prohibition and Redressal) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace.

24. PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES:

All Related Party transactions that were entered into under the review were on an arms length basis and were in the Ordinary Course of Business.

Transactions entered as per Section 188 of the Companies during the year as are detailed in form AOC 2 at Annexure III Attached to this report and Transactions with related parties as per requirements of Accounting Standard 18 are disclosed in the notes to accounts annexed to the financial Statements.

All transactions entered into with Related Parties as defined under the Companies Act, 2013 during the Financial Year were in the Ordinary Course of business and on an arms length pricing basis and do not attract the provisions of the Section 188(1) of the Companies Act, 2013. Suitable disclosures as required by Indian Accounting Standard (AS 24) has been made in the notes to the Financial

Statements.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANG EARNING AND OUTGO:

Pursuant to Section 134(3) (m) of the Companies act, 2013 read with Rule 8(3) of the Companies Accounts Rules, 2014.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is attached as Annexure IV to this Report.

26. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the Audited Financial Statements of the Company for the year ended March 31, 2024, the Board of Directors hereby confirms that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures;

2. Such accounting policies have been selected and applied consistently and the Directors 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 as at March 31, 2024 and of the profit of the Company for that year;

3. Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts of the Company have been prepared on a going concern basis;

5. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate internal financial control system, commensurate with the size, scale and complexity of its operations. The Internal Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its Compliance with operating systems, accounting procedures and policies of the Company.

28. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

29. RISK MANAGEMENT POLICY:

A detailed review of business risks and the Companys plans to mitigate them is assessed and considered by the Companys Board of Directors. The Board has adopted the Risk Management policy and Guidelines to mitigate foreseeable risks and to avoid events, situations or circumstances, which may lead to negative consequences on the Companys businesses and to define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Risk evaluation is an on going and continuous process within the Company and it is regularly updated to the Board of the Company.

30. MANAGEMENT DISCUSSION & ANALYSIS:

As Per Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management and Discussion Analysis of the Financial Condition and results of the operations have been provided Separately in this Annual Report in

Annexure-V.

31. CORPORATE GOVERANCE:

In line with Regulation 15(2) of the Listing Regulations, the provisions of Corporate Governance shall not apply in respect of the following class of the Companies:

A. Listed entity having paid up equity share capital not exceeding 10 Crore and Net worth not exceeding 25 Crore, as on the last day of the previous financial year;

B. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023 24.

32. SECRETARIAL STANDARD

During the year under review, your Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI").

33 . INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

During the year under review, no amount is required to transfer to Investors Education Protection Fund.

34. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE ("IBC"):

There is no such proceeding or appeal pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and at the end of the financial year, even upto the date of this report.

35. 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:

No such instance of One time settlement or valuation was done while taking or discharging loan from the Banks / Financial institutions occurred during the year.

36. REPORTING OF FRAUD DURING THE YEAR UNDER REVIEW:

The Auditors have not reported any instances of fraud committed in your Company by its officers or employees to the Audit Committee under Section 143(12) of the Act details of which need to be mentioned in this Report.

37. RESTATION OF FINANCIAL STATEMENT OR BOARDS REPORT:

During the year under review, the Board of Directors on the recommendations of Audit Committee Restated the Financial Statements for the Financial Year 2019-20, 2020-21, 2021-22 and 2022-23 at their meeting held on 12^th July 2023.

38. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

As on the date of this Report, your directors are not aware of any circumstances not otherwise dealt with in this Report or in the financial statements of your Company, which would render any amount stated in the Accounts of the Company misleading. In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report, which would affect substantially the results, or the operations of your Company for the financial year in respect of which this report is made.

39 . CAUTIONARY STATEMENT:

Statements in the Annual Report, including those which relate to Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations, may constitute "forward looking" statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

40. ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation for the dedicated services of the employees of your Company at all levels. Further, the Directors would also like to express their gratitude for the continued support of all the stakeholders and last, but not the least our valued Members, for all their support and trust reposed in the Company.

	By the Order of Board of Directors
	Yasons Chemex Care Limited
	SD/-
	Pritesh Y. Shah
	Managing Director
	DIN: 00239665
Place: Ahmedabad
Date: 3rd September 2024