JHS Svendgaard Laboratories Ltd

DEAR 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, 2024. The consolidated performance of the Company and its subsidiary has been referred to wherever required.

FINANCIAL HIGHLIGHTS

Notes: The above figures are extracted from the audited standalone financial statements of the Company as per the Indian Accounting Standards (Ind AS). Equity shares are at par value of 10 per share.

REVIEW OF OPERATIONS/STATEMENT OF AFFAIRS

The Company generated the revenue from operations during the financial year ended 31st March 2024 amounted to INR 7,079.82 Lakhs as compared to INR 8481.45 Lakhs during the previous year ended 31st March 2023.

The Profit Before Tax and exceptional items increased from (3.42) million to (4.31) million, representing growth of 20.65% for the year ended March 31st 2024,.Improvement in profit on account of product mix, improved realisation and savings in operational expenses by 48.12% through Operational efficiencies announced with India for India strategy. The Profit After Tax for the year ended March 31st 2024 increased from (4.05) million to (17.51) million representing growth of 76.87% mainly due to exceptional income in previous year.

A detailed note on Performance Review is given under 'Management Discussion and Analysis Report'.

Cash Flow and Consolidated Financial Statements

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and the Consolidated Financial Statements are part of the Annual Report.

Consolidated Financial Statements

The audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, as prepared in compliance with the Companies Act, 2013 ('the Act'), Listing Regulations, 2015 and in accordance with the Indian Accounting Standards specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 along with all relevant documents and the Independent Auditors' Report thereon forms part of this Annual Report.

SCHEME OF AMALGAMATION AND ARRANGEMENT OF JHS SVENDGAARD RETAIL VENTURES PRIVATE LIMITED AND AND JHS SVENDGAARD BRANDS LIMITED AND JHS SVENDGAARD LABORATORIES LIMITED

The Board of Directors ("Board") of the Company at its meeting held on 09^th October 2020, approved the composite Scheme of Arrangement Subject to sanctioning of same by Tribunal.

The rationale for the Scheme and Demerger, which would result in increased business synergies and unlocking of shareholder value, is set out below:

• Creation of a separate, distinct and focussed entity housing the Retail Business leading to greater operational efficiencies for the Retail Business;

• Independent setup of each of the undertaking of the Demerged Company and the Resulting Company will ensure required depth and focus on each of the companies and adoption of strategies necessary for the growth of the respective companies. The structure shall provide Independence to the management in decisions regarding the use of their respective cash flows for dividends, capital expenditure or other reinvestment in their respective business;

• Unlocking of value for shareholders of the Demerged Company by transfer of the Retail Business, which would enable optimal exploitation, monetization and development of joint venture partners and strategic partners having the necessary ability, experience and interests in this sector and by allowing pursuit of inorganic and organic growth opportunities in such businesses and;

• Enabling the business and activities to be pursued and carried on with greater focus and attention through two separate companies each having its own separate administrative set-up and dedicated management.

The Scheme was approved by the shareholders and creditors of the Company at the Court Convened meeting(s) held on November 13, 2022 and November 14, 2022. Subsequently, the Company filed a second motion petition before the Hon'ble National Company Law Tribunal, Chandigarh ("Tribunal"). The Tribunal reserved the order dated 10^th August 2023 and issued Certified copy of the order dated 25^th August, 2023, and the scheme became effective w.e.f. 28th August 2023

Following are the key aspects of the Scheme as approved by the shareholders & Tribunal:

With respect to Demerger of the Demerged Undertaking of the Demerged Company into the Resulting Company

I. That all the property, rights, and powers of the Demerged Undertaking of the Demerged Company be transferred, without further act or deed, to the Resulting Company and accordingly, the same shall pursuant to Sections 230 & 232 of the Companies Act, 2013, be transferred to and vested in the Resulting Company but subject nevertheless to all charges now affecting the same;

II. That all the liabilities and duties relating to the Demerged Undertaking of the Demerged Company be transferred, without further act or deed, to the Resulting Company and accordingly the same shall pursuant to Sections 230 to 232 of the Companies Act, 2013, be transferred to and become the liabilities and duties of the Resulting Company;

III. All benefits, entitlements, incentives and concessions under incentive schemes and policies that the Demerged Undertaking of the Demerged Company are entitled to include under Customs, Excise, Service Tax, VAT, Sales Tax, GST and Entry Tax and Income Tax laws, subsidy receivables from Government, a grant from any governmental authorities, direct tax benefit/exemptions/deductions, shall, to the extent statutorily available and along with associated obligations, stand transferred to and be available to the Resulting Company as if the Resulting Company was originally entitled to all such benefits, entitlements, incentives and concessions;

IV. All contracts of the Demerged Undertaking of the Demerged Company which are subsisting or having effect immediately before the Effective Date, shall stand transferred to and vested in the Resulting Company and be in full force and effect in favour of the Resulting Company and may be enforced by or against it as fully and effectually as if, instead of the Demerged Company, the Resulting Company had been a party or beneficiary or obliged thereto;

V. Upon the Scheme becoming effective, all the employees of the Demerged Undertaking of the Demerged Company, in service on the Effective Date, shall be transferred to and shall become the employees of the Resulting Company as provided in the Scheme of Arrangement;

VI. That the proceedings, if any, pending by or against the Demerged Undertaking of the Demerged Company be continued by or against the Resulting Company;

VII. That the Resulting Company shall, without further application, allot to the existing members of the Demerged Company shares of Resulting Company to which they are entitled under the said Scheme;

Upon the Scheme becoming effective, all the assets and liabilities and the business pertaining to the retail business of the Company shall stand transferred to and vest in Resulting Company, as a going concern.

With respect to Amalgamation of the Transferor Company with and into the Transferee Company:

I. That all the property, rights and powers of the Transferor Company be transferred, without further act or deed, to the Transferee Company and accordingly, the same shall pursuant to Sections 230 & 232 of the Companies Act, 2013, be transferred to and vested in the Transferee Company for all the estate and interest of the Transferor Company but subject nevertheless to all charges now affecting the same;

II. That all the liabilities and duties of the Transferor Company be transferred, without further act or deed, to the Transferee Company and accordingly the same shall pursuant to Sections 230 & 232 of the Companies Act, 2013, be transferred to and become the liabilities and duties of the Transferee Company;

III. That All benefits, entitlements, incentives and concessions under incentive schemes and policies that the Transferor Company are entitled to include under Customs, Excise, Service Tax, VAT, Sales Tax, GST and Entry Tax and Income Tax laws, subsidy receivables from Government, grant from any governmental authorities, direct tax benefit/exemptions/ deductions, shall, to the extent statutorily available and along with associated obligations, stand transferred to and be available to the Transferee Company as if the Transferee Company was originally entitled to all such benefits, entitlements, incentives and concessions;

IV. All contracts of the Transferor Company which are subsisting or having effect immediately before the Effective Date, shall stand transferred to and vested in the Transferee Company and be in full force and effect in favour of the Transferee Company and may be enforced by or against it as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or obliged thereto;

V. All the employees of the Transferor Company shall be deemed to have become the employees and the staff of the Transferee Company with effect from the Appointed Date, and shall stand transferred to the Transferee Company without any interruption of service and on the terms and conditions no less favourable than those on which they are engaged by the Transferor Company, as on the Effective Date, including in relation to the level of remuneration and contractual and statutory benefits, incentive plans, terminal benefits, gratuity plans, provident plans and any other retirement benefits;

VI. Upon the Scheme becoming effective, all proceedings now pending by or against the Transferor Company be continued by or against the Transferee Company;

VII. That the Transferee Company shall, without further application, allot to the existing members of the Transferor Companies shares of Transferee Company to which they are entitled under the said Scheme;

That the Appointed Date for the Scheme shall be 01.04.2021 instead of01.04.2020;

Details of the assets and liabilities of company and the Company, pre and post the Scheme are available on the website of the Company.

SUMMARY OF SHARE ENTITLEMENT RATIO

Share Entitlement Ratio is as under -

• Demerger of Demerged Undertaking of Demerged Company into Resulting Company:

Resulting Company shall issue and allot to each of the shareholders of the Demerged Company shares in proportion of 1 (one) equity share of the face value of Rs. 10/- (Rupees ten) each at par in the Resulting Company for every 10 (Ten) equity shares of face value of Rs. 10/- (Rupees Ten) each held in the Demerged Company.

• Amalgamation of Transferor Company with the Demerged/Transferee Company:

Transferee Company shall issue and allot to each of the shareholders of the Transferor Company shares in proportion of 150 (One Hundred Fifty) Equity shares of face value of Rs.10/- (Rupees Ten) each in Transferee Company for every 100 (One Hundred) Equity shares of face value of Rs.10/- (Rupee Ten) each held by them in "Transferor Company".

The equity shares of JHS Svendgaard Retail Ventures Ltd "Resulting Company" got listed on the BSE Limited (Scrip code 544197) and the National Stock Exchange of India Limited ( Scrip RETAIL)on 26^th June 2024, in accordance with the SEBI Regulations and circulars issued thereunder.

The details of same can be accessed at https://ihsretail.com/

ANNUAL RETURN

In accordance with the provisions of section 92(3) and 134 (3) (a) of the Companies Act, 2013, the annual return is uploaded on the Company's website and can be accessed at-

https://www.svendgaard.com/annual reports.html

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud, error-reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. For more details, refer to the 'Internal control systems and their adequacy' section in the Management's discussion and analysis, which forms part of this Integrated Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provision under Section 134(3)? of the Companies Act, 2013, the Board of Directors to best of its knowledge & ability confirm that:

i. In the preparation of the annual accounts for the Financial Year ended 31^st March, 2024, the applicable accounting standards have been followed and there are no material departures;

ii. The Directors had selected such accounting policies and applied them consistently and made iudgments 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. The Directors had 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. The Directors had prepared the annual accounts on a going concern basis ; and

v. The Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively. ;

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during Financial Year 2023-24.

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. 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.

M/s Tattvam & Co., Chartered Accountants, (Firm Reg. No. 535309) were appointed as Statutory Auditors of the Company for term of 5 (five) consecutive years, to hold office from the conclusion of the 18th Annual General Meeting till the conclusion of 22nd Annual General Meeting to be held in year 2027 by the members of the Company at their 18th Annual General Meeting held in 2022 in the accordance with Section 139 of the Companies Act, 2013 and relevant rules thereunder.

Note: M/s Tattvam & Co., Chartered Accountants, (Firm Reg. No. 535309) had tendered their resignation on dated 18th May, 2024 due to other professional commitments and assignments.

Upon recommended by Audit Committee And the board of directors in the meeting held on 14th June 2024, M/s Lodha & Co LLP, Chartered Accountants (FRN:301051E), were appointed as the Statutory Auditors to fill the Casual Vacancy caused by resignation .

Further Audit Committee and the board recommends appointment of M/s Lodha & Co LLP, Chartered Accountants (FRN:301051E), to hold office for the First term of five consecutive years from the conclusion of the 20th AGM of the Company held in 2022, till the conclusion of the 25th AGM to be held in 2029, as required under Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

The reports given by M/s Tattvam & Co., Chartered Accountants, Statutory Auditors on Standalone And Consolidated Financial Statements of the Company for F.Y. 2023-24 form part of the Annual Report, which are self- explanatory. The Auditors' Report does not contain any qualification, reservation or adverse remark or disclaimer given by the Statutory Auditors in their report.

• SECRETARIAL AUDITORS & THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 your Directors had appointed M/s Dahiya & Associates, Practicing Company Secretaries, as the Secretarial Auditors for the year 2023-24 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.

• COST AUDIT

The maintenance of cost records and requirements of cost audit as prescribed by Central Government under the provisions of section 148(1) of the companies act, 2013 are not applicable. Hence, the Company is not required to maintain cost records and

to undertake cost audit in accordance with the provisions of the Companies Act, 2013.

• INTERNAL AUDIT

At the beginning of each financial year, an audit plan is rolled out with approval of the Company's Audit Committee. The plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions are periodically presented to the Audit Committee of the Board.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, there was no instances of frauds reported by Auditors under Section 143(12) of the Companies Act 2013.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Particulars of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 and schedule V of the listing Regulations, as on the 31^st March, 2024, form part of the Notes to the financial statements provided in this Integrated Annual Report.

PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES

Your Company has adopted a Related Party Transactions Policy. The Audit Committee reviews this policy periodically and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy.

The particulars of transactions entered with the Related Party refer in section 188(1) and applicable rules of the Act have been given in the Annexure 4 to their report in Form AOC-2 .

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 arm's length basis.

Also, the Company has disclosed all related party transactions in relevant Note 40 to the Standalone Financial Statements for the financial year 2023-24.

FIXED DEPOSITS

We have not accepted any fixed deposits, including from the public, and, as such, no amount of principal or interest was outstanding as on the end of financial year 2023-24.

TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to the general 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 financial year 2023-24.

UNPAID/UNCLAIMED DIVIDEND & INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments and modifications, thereof), Rs.1,35, 078 was transferred during the year 2019 to the Investor Education and Protection Fund.

Members are requested to claim the dividend(s), which have remained unclaimed/unpaid, by sending a written request to the Company at cs@svendgaard.com or to the Company's Registrar and Transfer Agent Alankit Assignments Limited or at their address at Alankit Heights, 3E/7,Jhandewalan Extension, New Delhi- 110 055.

Members can find the details of Nodal Officer appointed by the Company under the provisions of IEPF and the details of unclaimed dividend and shares at -

https://www.svendgaard.com/UNPAID%20&%20UNCLAIMED%

20DIVIDEND.html

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.

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

Your Company 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 Company's 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/policv.html.

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

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 at its meeting held on August 14, 2023, analyzed and discussed the proposal for consolidation of business of the Company and Vedic Cosmeceuticals Private Limited ("VCPL").

Both the Companies belonged 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 was anticipated to 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 and filed the application on both the stock exchanges on September 22, 2023.

However, due to the unforeseen challenges in integration and practical issues, the board agreed to withdraw the Scheme of Arrangement for Amalgamation of the Company with Vedic Cosmeceuticals Private Limited ("Transferee Company") entered into by the company with the Transferee Company ("JHS") which was duly intimated to Stock exchanges on 05^th March 2024.

SUBSIDIARIES & ASSOCIATE COMPANIES

At the beginning of the Year, The Company had 2 subsidiaries and 1 associate company . The restructuring process, following the merger order dated 10th August 2023, resulted in significant changes to the company's subsidiary and associate company structure.

• One associate company was merged into the Company.

• One subsidiary was de-merged, meaning it was separated or spun off into a separate entity.

As a result of these restructuring actions, as of 31st March 2024, the company now only has one subsidiary remaining, which is JHS Svendgaard Mechanical and Warehouse Private Limited.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Act, we have prepared the Consolidated financial statements of the Company, which form part of this Integrated Annual Report. Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended as Annexure 3 to the Board's report.

The statement also provides details of the performance and financial position of each of the subsidiaries, along with the changes that occurred, during fiscal 2024.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its subsidiaries, are available on our website, at www.svendgaard.com

HUMAN RESOURCES MANAGEMENT

Our employees are our most important assets. We are committed to hiring and retaining the best talent and being among the industry's leading employers. For this, we focus on promoting a collaborative, transparent and participative organization culture, and rewarding merit and sustained high performance. Our human resources management focuses on allowing our employees to develop their skills, grow in their career and navigate their next.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the provisions of Regulation 34(2) of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management's discussion and analysis is set out in this Integrated Annual Report.

OPERATIONS AND BUSINESS PERFORMANCE

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

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.

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 various 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, Board's focus, regulatory compliances and Corporate Governance, etc., is in place. Similarly, for evaluation of individual Director's 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.

The 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 14.02.2024. 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.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declaration for each Independent Directors under section 149(7) of the Companies Act, 2013 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 Company's 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 ('IICA').

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/policv.html

Changes in the Key Managerial Personnel(KMP) during the Financial Year ended March 31, 2024

During the year 2023-24, Mr. Deepesh Sharma was appointed as Joint Chief Financial Officer of the Company w.e.f. 30.05.2023. However, Mr. Deepesh Sharma resigned from the position effective from the close of business hours October 16, 2023.

The Board noted and accepted his resignation of at its meeting held on 07^th November 2024. The Board places on record its immense appreciation for his contribution during his tenure in the Company.

Changes in the Board during the Financial Year ended March 31, 2024

During the year, Mrs. Rohina Sital Sangtani resigned from the position of Non-Executive Independent Director w.e.f. close of business hours on 10.09.2023. The Board places on record its immense appreciation for her contribution during her tenure in the Company.

The Board at its meeting held on August 14^th, 2023, based on the recommendation of the Nomination and Remuneration Committee, appointed Mrs. Upma Chawdhry as Independent Women Director of the Company for a period of 5 years w.e.f 14.08.2023 and regularised in Annual General Meeting held in Year 2023. Mrs. Upma Chawdhry is an award-winning civil servant with more than three decades of leadership experience from grassroots implementation to policy formulation at levels of both Government of India (Federal) and the State Government (Provincial). A career officer of the premiere Indian Administrative Service (IAS), she has held diverse and extensive responsibilities.

The composition of the Board of Directors is in accordance with the provisions of section 149 of the Companies Act and Regulation 17 of SEBI(LODR) Regulations 2015, with an optimum combination of Executive director, Non-Executive Director, Independent Women Director.

The Directors & Key Managerial personnel (KMP) of the Company as per section 2(51) and 203 of the Companies Act, 2013 as on 31^st March, 2024 are as follows:

Kindly refer Corporate Governance Report for the full details on Director's skills and Integrity.

Committees of the Board

The Board of Directors have constituted the following Committees in order to effectively deliberate its duties under the Act and the Listing Regulations, 2015:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders' Relationship Committee;

• Corporate Social Responsibility Committee;

During the year, all recommendations made by the committees were approved by the Board.

Details of the Committees in respect of its composition, terms of reference and meetings held during the financial year 2023-24 are provided in the Corporate Governance Report, which forms part of this Annual Report.

MEETINGS OF BOARD

Seven meetings of the Board of Directors were held during the year. The particulars of the meetings held and attendance of each Director are detailed in the Corporate Governance Report that part of this integrated Annual Report.

DEPOSIT

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

Your Company firmly believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through the supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. Your Company continues to take various measures to ensure a workplace free from discrimination and harassment based on gender

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 COMPANY'S 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 Company's operations in National Company Law Tribunal Chandigarh has issued Order whereby the Retail business of the company was demerged and went to resulting company , which got listed on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) on 26^th June 2024.

The company " JHS Svendgaard Brands Limited" got merged with the company w.e.f 25.08.2024.

However, despite these significant changes, there is no change in the going concern status of the Company

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and adopted under the Act.

(a) Share Capital

During the year, there has been change in the authorized share capital & Paid Up share capital of the Company consequent to Scheme of Amalgamation & Arrangement.

As on March 31, 2024, the authorized share capital of the Company stood at Rs. 1,01,00,00,000 (One billion and ten million) comprising 10,10,00,000(One hundred and one million) equity shares of Rs. 10 each and paid-up Share Capital of the Company stood at Rs. 78,39,62,670(Seven hundred eighty-three million nine hundred sixty-two thousand six hundred seventy only) comprising 7,83,96,267 (Seventy-eight million three hundred ninety-six thousand two hundred sixty-seven only )

In compliance with section 42 and 62 of the Companies Act, 2013 & rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) and pursuant to the resolution of Board of Directors dated 4th June 2024 and of shareholders by special resolution dated 4th July 2024, the Company on 3rd August 2024 has allotted on preferential allotment basis: a) 72,07,204 equity shares of face value of Rs. 10 each at an issue price of Rs. 27.75 per equity share (including premium of Rs. 17.75 per equity share) aggregating to Rs. 2000 lakhs to individuals belonging to "Non-Promoter" Category; and

b) 36,03,202 fully convertible warrants of Rs. 10 each at an issue price of Rs. 27.75 per warrant (including premium of Rs. 17.75 per warrant) aggregating to Rs. 1000 lakhs to individuals belonging to "Promoter & Promoter Group" and "Non-Promoter" Categories.

(b) Employees Stock Option Plan and General Employee Benefits Scheme

During the year, there has been no allotment of employee stock option plan and general employee benefits scheme with affect the company share capital.

VIGIL MECHANISM

As per Listing Regulation and Section 177(9) of the Companies Act 2013, the Company has established Vigil Mechanism through which Directors, Employees and Business Associates may report unethical behavior, malpractices, wrongful conduct fraud, and violation of company's 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 Company's website at-https://www.svendgaard.com/policv.html

Particulars of employees

The Company had 250* employees on a standalone basis as of March 31, 2024.

The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) (as required under the Act) to the median of employees' remuneration, and the list of top 10 employees in terms of remuneration drawn, as required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure 1 to this Board's report.

Excluding contractual labours employed in plant.

GENERAL

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

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

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

0 Your Company has not resorted to any buy back of its Equity Shares during the year under review.

0 Neither Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

0 Pursuant to scheme of Arrangement and Amalgamation among JHS Svendgaard Laboratories Limited (Demerged/ Transferee Company), JHS Svendgaard Retail Ventures Private Limited (Resulting Company), and JHS Svendgaard Brands Limited (Transferor Company), the scheme has become effective. As per the scheme, all the business activities, assets, and liabilities of JHS Svendgaard Brands Limited have been transferred to JHS Svendgaard Laboratories Limited.

0 The Board of Directors in its meeting held on 12.08.2024 approved the addition of following new clauses to existing clauses of main object in the Objects Clause (Clause III) of Memorandum of Association of the company. These clauses shall be added upon approval by the Members of the company at the upcoming 20th Annual General Meeting (AGM).

0 No application was filed by/ on the Company under the Insolvency and Bankruptcy Code, 2016.

0 The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not Applicable.

0 The Directors have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively. The Company Secretary & Compliance Officer of the Company shall ensure compliance of Insider Trading Rules of the Company and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

0 The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year - Not Applicable.

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, Risk Management Committee 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.

LISTING ON STOCK EXCHANGES

The Company's shares are listed on BSE Limited and the National Stock Exchange of India Limited.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all customers, shareholders, 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 have ensured that the Company continues to be a significant and leading player in this industry.