డైరెక్టర్ల నివేదిక Hemo Organic Ltd.

Mar 31, 2025

Your Directors pleased to present the 33^rd Annual Report on the Business and Operations of the Company together
with the Audited Statement of Accounts for the Financial Year ended on 31^st March, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2025 and for the previous
financial year ended on 31^st March, 2024 is given below:

Particulars	2024-25	2023-24
Revenue from Operations	241.43	2.24
Other Income	6.99	0.02
Total Income	248.42	2.26
Less: Total Expenses	245.86	28.68
Profit / Loss Before Exceptional and Extra Ordinary Items and Tax	2.56	(26.41)
Exceptional and Extra Ordinary Items	0.00	0.00
Profit / Loss Before Tax	2.56	(26.41)
Tax Expense: (i) Current Tax	-	-
(ii) Deferred Tax	(13.83)	-
Net Profit / Loss for the Period After Tax	16.39	(26.41)
Earnings Per Share (EPS)
Basic	0.47	(0.76)
Diluted	0.47	(0.76)

2. BUSINESS OPERATIONS:

Total revenue from Operation for Financial Year 2024-25 is Rs. 241.43 Lakhs compared to the total revenue from
Operation of Rs. 2.24 Lakhs of previous Financial Year. The Company has incurred Profit before tax for the
Financial Year 2024-25 of Rs. 2.56 Lakhs as compared to Loss before tax of Rs. 26.41 Lakhs of previous Financial
Year. Net Profit after Tax for the Financial Year 2024-25 is Rs. 16.39 Lakhs as against Net Loss after tax of Rs. 26.41
Lakhs of previous Financial Year. The Directors are continuously looking for the new avenues for future growth
of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

There have been on change in the nature of the business and operations of the Company during the Financial Year
2024-25.

4. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2025 is
available on the Company''s website at www.hemoorganic.co

5. CAPITAL STRUCTURE:

A. Authorised Share Capital:

The Authorised Share Capital of the Company as on 31^st March, 2025 is Rs. 10,00,00,000/- (Rupees Ten
Crores Only) divided into 1,00,00,000 (One Crores) Equity Shares of Rs. 10.00/- (Rupees Ten Only).

During the year under review the Company has increased its Authorised Share Capital from Rs. 3,50,00,000/-
(Rupees Three Crores and Fifty Lakhs only) divided into 35,00,000 (Thirty-Five Lakhs) equity shares of Rs.
10.00/- (Rupees Ten only) each, to Rs. 10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000
(One Crore) equity shares of face value of Rs. 10.00/- (Rupees Ten Only) each and thereafter consequent

alteration in the existing Clause 5 of the Memorandum of Association of the Company was made, which was
approved in Annual General Meeting of the Company held on 11^th September, 2024

B. Paid up Share Capital:

The Paid-up Share Capital of the Company as on 31^st March, 2025 is Rs. 3,46,59,000/- (Rupees Three Crores
Forty-Six Lakhs Fifty-Nine Thousands Only) divided into 34,65,900 (Thirty-Four Lakhs Sixty-Five Thousands
Nine Hundreds) Equity Shares of Rs. 10.00/- (Rupees Ten Only).

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:

A) Issue of equity shares with differential rights

B) Issue of sweat equity shares

C) Issue of employee stock options

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit Of
employees.

6. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your Directors do not recommend any
dividend for the Financial Year 2024-25 (Previous year - Nil). The Company has not paid any Interim Dividend
during the year under review.

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

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

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

8. TRANSFER TO RESERVES:

The profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to profit and loss
account of the Company under Reserves and Surplus.

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

• Approval of Draft Letter of offer for Right Issue.

The Board of Directors of the Company, at its meeting held on Monday, 31st March, 2025, has considered and
approved the Draft Letter of Offer to be filed with BSE Limited (''BSE'') for the proposed Rights Issue of Equity
Shares. The said Draft Letter of Offer has been submitted to BSE and the Company is currently awaiting their
approval.

Other than the above, there have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year and the date of this report.

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

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

11. BOARD MEETINGS:

The Directors of the Company meets at regular intervals at least once in a quarter within the gap between two
meetings not exceeding 120 days to take a view of the Company''s policies and strategies apart from the Board

Matters. The notice of the meeting is given well in advance to all the Directors.

During the year under the review, the Board of Directors met 7 (Seven) times viz. 18^th April, 2024, 29^th May, 2024,
14^th August, 2024, 28^th October, 2024, 26^th December, 2024, 6^th February, 2025, 31^st March, 2025.

12. DIRECTORS RESPONSIBILITY STATEMENT:

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

a In the preparation of the annual accounts, for the year ended on 31^st March, 2025 the applicable accounting
standards read with requirements set out under Schedule III to the Act, have been followed and there are no
material departure from the same;

b. The Directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company
at the end of financial year and of the profit of the Company for the financial year ended on 31^st March, 2025;

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

d. The Directors had prepared the annual accounts on a going concern basis;

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

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

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

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

14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statement across the
organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the
financial year, such controls were tested and no reportable material weaknesses in the design or operations were
observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in
accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the
Independent Auditor''s report.

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

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

During the year, no reportable material weakness was observed.

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

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the
Companies Act, 2013 are provided in the financial statement.

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

During the year under review, all the Related Party Transactions were entered at arm''s length basis and in the
ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013
and the SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015. There are no materially
significance related party transactions made by the Company with Promoter, Directors, Key Managerial
Personnel, etc. which may have potential conflict with the interest of the Company at large or which warrants the
approval of the Shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section
134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions
with Related Parties are provided in the Company''s financial statements in accordance with the Accounting
Standards.

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

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committee
undertakes quarterly review of related party transactions entered into by the Company with its related parties.
Pursuant to Regulation 23 of Listing Regulations and Section 177 of the Act, the Audit Committee has granted
omnibus approval in respect of transactions which are repetitive in nature, which may or may not be foreseen,
not exceeding the limits specified thereunder. The transactions under the purview of omnibus approval are
reviewed on quarterly basis by the Audit Committee. Pursuant to Regulation 23(9) of the Listing Regulations, your
Company has filed the disclosures on Related Party Transactions in prescribed format with the Stock Exchanges.

17. RESERVES & SURPLUS:

Sr. No.	Particulars	Amount
1.	Balance at the beginning of the year	(378.13)
2.	Current Year''s Profit	16.39
3.	Amount of Securities Premium and other Reserves	-
Total		(361.74)

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

Pursuant to section 134(3) (n) of the Companies Act, 2013, and relevant regulations of listing Regulations, 2015,
the Company has framed formal Risk Management framework for risk assessment and implementation of a Risk
Mitigation plan of the Company, which is periodically reviewed by the Board of Directors to ensure smooth
operations and effective management control. The Audit Committee also reviews the adequacy of the risk
management framework of the Company, the key risks associated with the business and measures and steps in
place to minimize the same.

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

The details of conservation of energy, technology absorption etc. as required to be given under section 134(3)(m)
of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as the Company has not
taken any major step to conserve the energy etc.

Export revenue constituted 0 % of the total revenue in FY 2024-25;

Sr. No.	Foreign exchange earnings and outgo	F.Y. 2024-25	F.Y. 2023-24
1.	Foreign exchange earnings	NIL	NIL
2.	CIF value of imports	NIL	NIL

3.	Expenditure in foreign currency	NIL	NIL
4.	Value of Imported and indigenous Raw Materials, Spare-parts and Components Consumption	NIL	NIL

20. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

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

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

22. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND IOINT VENTURES:

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

23. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

During the year under review, the Company has duly complied with the applicable Secretarial Standards i.e., SS-1
and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively, issued by the
Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance
with its provisions and is in compliance with the same.

24. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit
Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the
Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

25. STATE OF COMPANY''S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2)(e) of
SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write up and
explanation about the performance of the Company.

26. STATEMENT ON ANNUAL EVALUATION OF BOARD''S PERFORMANCE:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors,
pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on
various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate
governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of the
Nomination and Remuneration Committee had one-on-one meetings with each Executive and Non-Executive,
Non-Independent Directors. These meetings were intended to obtain Directors'' inputs on effectiveness of the
Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole,
and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non¬
Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the
Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and
Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members'' confidence in the ethical standards of the Company, the
resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness
amongst the Board Members, constructive relationship between the Board and the Management, and the
openness of the Management in sharing strategic information to enable Board Members to discharge their
responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and
individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance
evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was
carried out by the Independent Directors. The exercise of performance evaluation was carried out through a
structured evaluation process covering various aspects of the Board functioning such as composition of the Board
& committees, experience & competencies, performance of specific duties & obligations, contribution at the
meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as
well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge;

• Professional Conduct;

• Comply Secretarial Standard issued by ICSI Duties;

• Role and functions.

b) For Executive Directors:

• Performance as leader;

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios;

• Key set investment goal;

• Professional conduct and integrity;

• Sharing of information with Board;

• Adherence applicable government law.

The Directors expressed their satisfaction with the evaluation process.

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

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY: -

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees

to report concerns about unethical behavior, actual or suspected fraud or violation of Company''s Code of
Conduct or Ethics Policy. The functioning of vigil mechanism is reviewed by the Audit Committee from time to
time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle
Blower Policy of the Company is available on the website of the Company at www.hemoorganic.co.

B. BUSINESS CONDUCT POLICY: -

The Company has framed "Business Conduct Policy". Every employee is required to review and sign the policy
at the time of joining and an undertaking shall be given for adherence to the policy. The objective of the policy
is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti¬
bribery and avoidance of other corruption practices by the employees of the Company.

28. PARTICULARS OF EMPLOYEES:

The Company has not employed any employee except the Managing Director, Chief Financial Officer and Company
Secretary. Hence, the information required under section 197(12) of the Companies Act, 2013 and Rule 5(2) & (3)
of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is not given separately
and are not applicable to the Company as none of the Employees of the Company has received remuneration above
the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 during the financial year 2024-25.

29. LOAN FROM DIRECTOR / RELATIVE OF DIRECTOR:

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

30. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

Sr. No.	Name	Designation	DIN / PAN
1.	Mr. Dineshbhai Shanabhai Patel1	Managing Director	00481641
2.	Mr. Baldevbhai Nagarbhai Patel3	Non-Executive and Independent Director	09721703
3.	Mr. Sureshkumar Ravjibhai Patel3	Non-Executive and Independent Director	09721706
4.	Mr. Manish Kanaiyalal Patel3	Non-Executive Director	09720505
5.	Ms. Garima Dineshkumar Jain5	Company Secretary and Compliance Officer	BQSPJ6933J
6.	Mr. Vishwambar Kameshwar Singh1	Managing Director	09822587
7.	Mr. Murlidhar Joshi2	Non-Executive Director	09819849
8.	Mr. Murlidhar Joshi2	Chief Financial Officer	AUNPJ0136B
9.	Ms. Hiral Vinodbhai Patel2	Non-Executive and Independent Director	09719512
10.	Ms. Rina Kumari2	Non-Executive and Independent Director	10588570
11.	Mr. Deepak Ashokkumar Rochani4	Non-Executive and Independent Director	11041560
12.	Yukta Prakash Patel5	Company Secretary and Compliance Officer	FZLPP8742P

1. Designation of Vishwambar Kameshwar Singh (DIN: 09822587) has been changed from Executive Director to Managing Director and Mr.
Dineshbhai Shanabhai Patel (DIN: 00481641) as resigned from the post of Managing Director w.e.f. 29^th May,2024.

2. Appointment of Mr. Murlidhar Joshi (DIN: 09819849) as Professional Non-Executive Director, and Ms Hiral Vinodbhai Patel (DIN:
09719512) as Non-Executive Independent Director, and Ms. Rina Kumari (DIN:10588570) as Non-Executive Independent Director of the
Company w.e.f. 29^th May, 2024.

3. Resignation of Mr. Baldevbhai Nagarbhai Patel (DIN: 09721703) from Non-Executive Director, and Mr. Sureshkumar Ravjibhai Patel (DIN:
09721706), and Mr. Manish Kanaiyalal Patel (DIN:09720505) as Non-Executive Director of the Company w.e.f. 29 ^th May, 2024.

4. Mr. Deepak Ashokkumar Rochani (DIN: 11041560) as Non-Executive Independent Director w.e.f 27^th June, 2025.

5. Appointment of Ms. Garima Jain as Company Secretary and Compliance Officer of the company w.e.f 29^th May 2024, and has Resigned w.e.f
23^rd June 2025 and Ms. Yukta Prakash Patel appointed as Company Secretary and Compliance officer of the company w.e.f 27 ^th June 2025.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the
Company during the Financial Year 2024-25 and till the date of Board''s Report.

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

31. INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had two Non¬
Promoter Non-Executive Independent Directors in line with the Companies Act, 2013. In the opinion of the Board
of Directors, all two Independent Directors of the Company meet all the criteria mandated by Section 149 of the
Companies Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and they are Independent of Management

A separate meeting of Independent Directors was held on August 14, 2024 to review the performance of Non¬
Independent Directors, Board as whole and performance of Chairperson of the Company including assessment of
quality, quantity and timeliness of flow of information between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are
incorporated on the website of the Company at www.hemoorganic.co.

Your Company has received annual declarations from all the Independent Directors of the Company under sub -
section (7) of section 149 confirming that they meet with the criteria of Independence as provided in Section
149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and there has been no
change in the circumstances which may affect their status as Independent Director during the year.

Your Company has also received confirmation that Independent Directors are not aware of any circumstance or
situation, which exists or may be reasonably anticipated, that could impair or impact his/ her ability to discharge
his/her duties with an objective independent judgment and without any external influence and that he/she is
independent of the management. They have also complied with the Code for Independent Directors prescribed in
Schedule IV to the Act and Code of Conduct for directors and senior management personnel formulated by the
company.

32. CORPORATE GOVERNANCE:

Since the paid-up Capital of Company is less than Rs. 10 Crores and Turnover is less than Rs. 25 Crores therefore
by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the
compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of
sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence
Corporate Governance does not form part of this Board''s Report.

33. PUBLIC DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits from
Shareholders and Public during the financial year under review. Hence the Company has not defaulted in
repayment of deposits or payment of interest during the financial year.

34. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

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

In a separate meeting of Independent Directors i.e. held on Wednesday, 14^th August, 2024, the performances of
Executive and Non-Executive Directors were evaluated in terms of their contribution towards the growth and
development of the Company. The achievements of the targeted goals and the achievements of the expansion plans
were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

35. AUDITORS AND THEIR REPORT:

A. Statutory Auditor:

M/s. M A A K & Associates, Chartered Accountants (FRN: 135024W) were appointed as Statutory Auditors

of your Company at the Thirtieth Annual General Meeting of the Company held on September 24, 2022, for
a term of four consecutive years. The present term is expiring at the Thirty Fourth Annual General Meeting
of the Company to be held in the year 2026.

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

1. We have not been provided with the balance confirmation or any other details for the trade receivable,
trade payable shown in the books of accounts.

Reply:

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

B. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Jay Pandya, Proprietor
of M/s. Jay Pandya & Associates , Practicing Company Secretary, Ahmedabad, to undertake the Secretarial
Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure - II in Form
MR-3.

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

1) The Company''s Status is reflected as ''SDD Non-compliant'' on the BSE Portal.

Reply: The Company has duly provided records demonstrating its compliance with the SDD requirements.
Furthermore, the Company is in communication with the Exchange to resolve the said technical matter, and
necessary steps are being taken to rectify the status at the earliest

2) Newspaper advertisement for the quarter ended on March 31, 2024 has not been published.

Reply: The newspaper advertisement for the financial results for the quarter ended 31 March 2024, was
inadvertently not published due to an administrative oversight. The financial results, however, were duly
approved by the Board of Directors and submitted to the Stock Exchange within the prescribed timelines,
and were also made available on the Company''s website.

The Company acknowledges the lapse and is taking necessary steps to strengthen its internal compliance
processes to ensure that such omissions do not recur in the future.

C. Internal Auditor:

The Board of directors of the Company has appointed M/s. Akshay Mohnot & Co., Chartered Accountants,
(FRN: 123209W), as an Internal Auditor of the Company for the Financial Year 2024-25. The Internal Auditor
conducts the internal audit of the functions and operations of the Company and reports to the Audit
Committee and Board from time to time.

36. DISCLOSURES:

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, was held
on -, 29^th May 2024, 14^th August 2024, 28^th October 2024, 26^th December 2024, 6^th February 2025, 31^st
March 2025 the attendance records of the members of the Committee are as follows:

Name	Status	No. of Committee Meetings entitled	No. of Committee Meetings attended
Mr. Sureshkumar Patel1	Chairman	1	1
Mr. Baldev Patel1	Member	1	1
Mr. Dinesh Patel1	Member	1	1
Ms. Hiral Vinodbhai Patel2	Chairman	1	1
Ms. Hiral Vinodbhai Patel3	Member	4	4
Mr. Vishwambar Kameshwar Singh2	Member	5	5
Ms. Rina Kumari2	Chairperson	3	3
Ms. Rina Kumari3	Member	2	2
Mr. Deepak Rochani Ashokkumar4	Member	NA	NA

¹ Mr. Sureshkumar Patel has resigned from the post of chairman of the Audit Committee, Mr Baldev Patel and Mr Dinesh Patel
has resigned from the post of the member of Audit Committee w.e.f 29^th May, 2024.

² Ms. Hiral Vinodbhai Patel has been appointed as the chairperson of Audit Committee, Mr. Vishwambar Kameshwar Singh and
Ms. Rina kumari has been appointed as member of the Audit Committee w.e.f 29^th May,2024.

³. Ms. Rina Kumari changed her designation to chairperson w.e.f 29^th October, 2024 and Ms. Hiral Vinodbhai Patel Changed her
designation to Member w.e.f 29^th October, 2024 and Ms. Hiral Vinodbhai Patel has resigned w.e.f 27^th June, 2025.

⁴ Mr. Deepak Rochani Ashokkumar has been appointed as Member of the Audit Committee w.e.f. 27^th June, 2025.

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of the members of the Nomination and Remuneration committee,
as tabulated below, was held on, 29^th May 2024, 28^th October 2024 and the attendance records of the
members of the Committee are as follows:

Name	Status	No. of Committee Meetings entitled	No. of Committee Meetings attended
Mr. Sureshkumar Patel1	Chairman	1	1
Mr. Baldev Patel1	Member	1	1
Mr. Manish Patel1	Member	1	1
Ms. Hiral Vinodbhai Patel2	Chairperson	1	1
Ms. Hiral Vinodbhai Patel3	Member	NA	NA
Ms. Rina Kumari3	Chairperson	NA	NA
Ms. Rina Kumari2	Member	1	1
Mr. Murlidhar Joshi2	Member	1	1
Mr. Deepak Rochani Ashokkumar4	Member	NA	NA

1. Mr. Sureshkumar Patel has resigned from the post of chairman of the Audit Committee, Mr Baldev Patel and Mr Dinesh Patel
has resigned from the post of the member of Audit Committee w.e.f 29^th May, 2024.

2. Ms. Hiral Vinodbhai Patel has been appointed as the chairperson of Nomination and Remuneration Committee, Mr. Murlidhar
Joshi and Ms. Rina kumari has been appointed as member of the Nomination and Remuneration Committee w.e.f 29 ^th

May,2024.

3. Ms. Rina Kumari changed her designation to chairperson w.e.f 29^th October, 2024 and Ms. Hiral Vinodbhai Patel Changed her
designation to Member w.e.f 29^th October, 2024 and Ms. Hiral Vinodbhai Patel has resigned w.e.f 27^th June, 2025.

4. Mr. Deepak Rochani Ashokkumar has been appointed as Member of the Nomination and Remuneration Committee w.e.f. 27th
June, 2025.

C. Composition of Stakeholders'' Relationship Committee:

During the year under review, meetings of members of Stakeholders'' Relationship committee as tabulated
below, was held on 14^th August, 2024 and the attendance records of the members of the Committee are as
follows:

Name	Status	No. of Committee Meetings entitled	No. of Committee Meetings attended
Mr. Sureshkumar Patel1	Chairperson	NA	NA
Mr. Baldev Patel1	Member	NA	NA
Mr. Manish Patel1	Member	NA	NA
Ms. Hiral Vinodbhai Patel2	Chairperson	1	1
Ms. Hiral Vinodbhai Patel3	Member	NA	NA

Ms. Rina Kumari3	Chairperson	NA	NA
Ms. Rina Kumari2	Member	1	1
Mr. Murlidhar Joshi2	Member	1	1
Mr. Deepak Rochani Ashokkumar4	Member	NA	NA

1. Mr. Sureshkumar Patel has resigned from the post of chairman of the Audit Committee, Mr Baldev Patel and Mr Dinesh Patel
has resigned from the post of the member of Audit Committee w.e.f 29^th May, 2024.

2. Ms. Hiral Vinodbhai Patel has been appointed as the chairperson of Stakeholders'' Relationship Committee, Mr. Murlidhar Joshi
and Ms. Rina kumari has been appointed as member of the of Stakeholders'' Relationship Committee w.e.f 29^th May, 2024.

3. Ms. Rina Kumari changed her designation to chairperson w.e.f 29th October, 2024 and Ms. Hiral Vinodbhai Patel Changed her
designation to Member w.e.f 29^th October, 2024 and Ms. Hiral Vinodbhai has resigned w.e.f 27^th June, 2025.

4. Mr. Deepak Rochani Ashokkumar has been appointed as Member of the of Stakeholders'' Relationship Committee w.e.f. 27^th
June, 2025.

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

The Company has always been committed to provide a safe and conducive work environment to its employees.
Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the
Internal Complaints Committee as constituted by the Company.

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

a. Number of complaints filed during the financial year - NIL

b. Number of complaints disposed of during the financial year - NIL

c. Number of complaints pending as on end of the financial year - NIL

38. INDUSTRIAL RELATIONS:

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

39. MAINTENANCE OF COST RECORDS:

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

40. DEMATERIALISATION OF EQUITY SHARES:

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

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

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

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

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

43. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from
the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other

business associates who have extended their valuable sustained support and encouragement during the year
under review.

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

Registered Office: By the Order of the Board

Block-D-Shop No.108 Sumel Business Hemo Organic Limited

Park-7, Near Sona Ni Chali Rakhial
Ahmedabad-380023, Gujarat, India.

Sd/- Sd/-

^Place: Ahmedabad Murlidhar Joshi Vishwambar Kameshwar Singh

^Date: 13th August, ²⁰²⁵ Director & CFO Managing Director

DIN: 09819849 DIN:09822587

---

Mar 31, 2024

Your Directors take pleasure in presenting their report on the business and operations of your Company along with Audited Financial
Statements for the year ended on March 31, 2024.

FINANCIAL PERFORMANCE (Rs. in Lacs)

Particulars	F.Y. 2023-24	F.Y. 2022-23
Revenue from Operations	2.24	0.48
Other Income	-	-
Total Income	2.24	0.48
Operating Expenditure before Finance Cost, Depreciation and Amortization	23.49	5.94
Earnings before Finance Cost, Depreciation and Amortization	(21.25)	(5.94)
Less: Finance Cost	(1.81)	-
Less: Depreciation and Amortization Expenses	-	-
Profit/(Loss) before Tax	(23.06)	(5.46)
Less: Tax Expense - -
Profit/(Loss) after Tax (PAT)	(23.06)	(5.46)

Review of Performance

In the financial year 2023-24, the Company has earned ^ 2.24 Lacs from revenue from operations compared to ^ 0.48 Lacs for the financial
year 2022-23. Due to increase in Legal and professional expenses, the Company has incurred Loss after tax of ^ 23.06 Lacs during the
financial year 2023-24 as compared to loss after tax of ^ 5.46 Lacs in the financial year 2022-23.

Dividend & Reserves

In view of the loss made during the year, your Directors regret to recommend any dividend for the year 2022-23 (previous year Nil).

During the year, the Company has not apportioned any amount to other reserve. The loss incurred during the year has been carried to the
Balance Sheet.

Change in Nature of Business

During the year under review, there is no change in the Nature of business activities carried out by the Company.

Changes to Share Capital
Authorized Capital:

There is no change in the Authorized and paid-up Share Capital of the Company during the year under review. The authorized share capital
of the company as on March 31, 2024 is 350.00 Lacs divided into 3500000 Equity Shares of 10 each and the Paid-up Share Capital stands at
346.59.00 Lacs divided into 3465900 Equity Shares of Rs.10/- each.

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:

A) Issue of equity shares with differential rights

B) Issue of sweat equity shares

C) Issue of employee stock options

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit Of employees.

At present the Authorized Share Capital of the Company stands at 350.00 Lacs divided into 3500000 Equity Shares of 10 each and the Paid-
up Share Capital stands at 346.59.00 Lacs divided into 3465900 Equity Shares of Rs.10/- each.

Issued, Subscribed & Paid-Up Capital:

The present Issued, Subscribed and Paid-up Capital of the Company is 350.00 Lacs divided into 3500000 Equity Shares of 10 each and the
Paid-up Share Capital stands at 346.59.00 Lacs divided into 3465900 Equity Shares of Rs.10/- each.

The entire Paid-up Equity share Capital of the Company during the year is listed at BSE Limited.

Details under section 67(3) of the Companies Act, 2013 (hereinafter referred to as ''the act'') in respect of any scheme of provisions
of money for purchase of own shares by employees or by trustees for the benefit of employees:

There were no such instances during the year under review.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Constitution of Board

As on date of this report, the Board of the Company comprises of five Directors out of which one is Executive Director, Two is Professional
Non-Executive Director and rest of the Directors is Non-Promoter Non-Executive Independent Directors. As on the date of this report, the
Board comprises following Directors.

Name of Director	Category Cum Designation	Date of Appointment at	Total Directorship	No. of Committee"		No. of Shares held
		current term		in which	in which	as on March
				Director is	Director is	31, 2024

				Member	Chairman
Mr. Vishwambar Kameshwar Singh*	Managing Director	May 29, 2024	4	1	0	6200 Equity Shares
Mr. Murlidhar Joshi**	Non-Executive Director	May 29, 2024	3	2	0	Nil
Mr. Hiral Vinodbhai Patel***	Non-Executive Director	May 29, 2024	5	3	2	Nil
Mr. Rina Kumari #	Independent Director	May 29, 2024	2	4	2	Nil
Mr. Siyonaa Mohan Laljhanwar ##	Independent Director	October 5, 2020	3	0	0	Nil

^ACommittee includes Audit Committee and Stakeholders Relationship Committee across all Public Companies.

* w.e.f. November 08, 2023 ** w.e.f. May 29, 2024

*** w.e.f. May 29, 2024 # w.e.f. May 29, 2024

## w.e.f. May 29, 2024

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public
companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent
Director in more than 3 Listed Companies. None of the Director of the Company is holding position as Independent Director in more than 7
Listed Companies. Further, none of the Directors of the Company is disqualified for being appointed as a Director pursuant to Section 164 (2)
of the Companies Act, 2013.

Board Meeting

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. Additional Board
meetings are convened to discuss and decide on various business policies, strategies and other businesses. During the year under review,
Board of Directors of the Company met 8 (Eight) times viz; May 26, 2023; August 15, 2023; September 07, 2023; September 08, 2023;
November 08, 2023; November 09, 2023; January 05, 2024 and February 12, 2024.

The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below;

Name of Director	Dr. Dineshbhai Patel	Mrs. Sonalben Patel	Mrs. Siyonaa Jhanwar	Mr. Manish Kanaiyalal Patel	Mr. Kanubhai Naranbhai Patel	Mr. Baldevbhai Nagarbhai Patel	Mr. Suresh Ravjibhai Patel
Number of Board Meeting held	8	8	8	8	8	8	8
Number of Board Meetings Eligible to attend	8	4	8	8	4	8	8
Number of Board Meeting attended	8	4	8	8	4	8	8
Presence at the previous AGM	Yes	Yes	Yes	Yes	Yes	Yes	Yes

Changes in Directors

During the year under review, Mr. Vishwambar kameshwar singh (DIN: 09822587), has been appointed as Professional Additional
(Executive) Director w.e.f. November 08, 2023. Further, Mrs. Sonalben Patel (DIN: 02848171) has resigned from the post of Executive
Director w.e.f. November 08, 2023. Mr. Kanubhai Naranbhai Patel (DIN: 09721704) has resigned from the post of Non-Executive Director
w.e.f. November 08, 2023.

Further, after the closure of financial year 2023-24, on recommendation of the Nomination and Remuneration Committee and subject to
approval of members, the designation of Mr. Vishwambar kameshwar singh (DIN: 09822587) has been changed from Professional

Additional (Executive) Director to Managing Director of the company for a period of five years w.e.f. May 29, 2024 to May 28, 2024 (both
days inclusive). Mr. Dineshbhai Shanabhai Patel (DIN: 00481641), has resigned from the post of chairman and Managing Director of the
company w.e.f. May 30, 2024. Further, On the recommendation of the Nomination and Remuneration Committee, Mr. Murlidhar Joshi (DIN:
09819849) has been appointed as Professional Additional (Non-Executive) Director of the company w.e.f. May 29, 2024. Mr. Baldevbhai
Nagarbhai Patel (DIN: 09721703) as resigned from the post of Non-Executive Independent Director of the company w.e.f. May 29, 2024.
Further, On the recommendation of the Nomination and Remuneration Committee, Ms. Hiral Vinodbhai Patel (DIN: 09719512) has been
appointed as Additional (Non-Executive Independent) Director of the Company for a period of five years w.e.f. May 29, 2024. Mr.
Sureshkumar Ravjibhai Patel (DIN: 09721706) has resigned from the post of Non-Executive Intendent Director of the company w.e.f. May 30,
2024. Further, On the recommendation of the Nomination and Remuneration Committee, Ms. Rina Kumari (DIN: 10588570) has been
appointed as an Additional (Non-Executive) Independent Director of the Company for a period of five years w.e.f. May 29, 2024. Mr. Manish
Kanaiyalal Patel (DIN: 09720505) has resigned from the post of Non-Executive Director of the company w.e.f. May 30, 2024.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations”) and Secretarial Standard II on General Meeting, of the person seeking re-appointment / appointment as Director
is annexed to the Notice convening the thirtieth annual general meeting.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had two Non-Promoter Non-Executive
Independent Directors in line with the Companies Act, 2013. In the opinion of the Board of Directors, all three Independent Directors of the
Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of Management

A separate meeting of Independent Directors was held on February 12, 2024 to review the performance of Non-Independent Directors,
Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of
information between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of
the Company at http://hemoorganic.com/.

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and
16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for
financial year 2023-24 and that he is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could
impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence. The Board of
Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after
undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and
are independent of the Management. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of
the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent
Directors maintained by the Indian Institute of Corporate Affairs.

Details of Key Managerial Personnel

In accordance with Section 203 of the Companies Act, 2013, during the Financial Year 2023-24, the Company had Mr. Dineshbhai Patel as
Chairman & Managing Director of the Company. Further, after the closure of financial year 2023-24, on recommendation of the Nomination
and Remuneration Committee and subject to approval of members, the designation of Mr. Vishwambar kameshwar singh (DIN: 09822587)
has been changed from Professional Additional (Executive) Director to Managing Director of the company for a period of five years w.e.f.
May 29, 2024 to May 28, 2024 (both days inclusive). Mr. Dineshbhai Shanabhai Patel (DIN: 00481641), has resigned from the post of
chairman and Managing Director of the company w.e.f. May 30, 2024.

After the closure of financial year 2023-24, Ms. Garima Dineshkumar Jain has been appointed for the post of Company Secretary and
Compliance Officer of the Company w.e.f. May 29, 2024.

During the Financial year 2023-24, Mr. Avinashsingh Birendrasingh Rajput (DIN: 10370940) has been appointed as Chief Financial Officer of
the Company w.e.f. November 08, 2023. However, afterwards he withdrawn his consent to act as Chief Financial Officer. Further, Mr.
Mrugesh Kanubhai Patel (PAN: AHNPP5146N) has resigned for the post of Chief Financial Officer of the Company w.e.f. November 08, 2023.

Further, Mr. Murlidhar Joshi has been appointed as Chief Financial Officer of the Company w.e.f. May 29, 2024.

At present, Mr. Vishwambar kameshwar singh (DIN: 09822587) is acting Managing Director of the company, Mr. Murlidhar Joshi who is
acting as Chief Financial Officer of the company and Ms. Garima Dineshkumar Jain is acting as Company Secretary and Compliance Officer of
the Company. They will considered as Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to
the provisions of the Act.

o The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as

the board composition and structure, effectiveness of board processes, information and functioning etc.

o The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the
criteria such as the composition of committees, effectiveness of committee meetings, etc.

o The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the
criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the performance of chairman was also
evaluated on the key aspects of his role.

o Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the
board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors.
The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the
board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the
entire board, excluding the independent director being evaluated.

Directors Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that
no material departures have been made from the same;

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

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

d) The Directors had prepared the annual accounts for the year ended March 31, 2024 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are
adequate and were operating effectively; and

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

COMMITTEES OF BOARD

Your Company has constituted several Committees in compliance with the requirements of the relevant provisions of applicable laws and
statutes, details of which are given hereunder.

1. Audit Committee

Audit Committee meeting is generally held once in quarter for the purpose of recommending the quarterly/half yearly/yearly financial
results and the gap between two meetings did not exceed one hundred and twenty days. The Audit Committee met Four (4) times during the
financial year 2023-24 viz; May 26, 2023; August 15, 2023; November 08, 2023 and February 12, 2024.

The composition of the Committee and the details of meetings attended by its members are given below:

Name of Members	Category	Designation in	Number of meetings during the financial year 2023-24
		Committee	Held	Eligible to attend	Attended
Mr. Sureshkumar Ravjibhai Patel	Independent Director	Chairperson	4	4	4
Mr. Baldevbhai Nagarbhai Patel	Independent Director	Member	4	4	4
Dr. Dinesh Patel	Managing Director	Member	4	4	4

The Company Secretary of the Company is acting as Secretary to the Audit Committee.

Mr. Sureshkumar Ravjibhai Patel, the Chairperson of the Committee had attended last Annual General Meeting of the Company held on
September 30, 2023.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors. Further, the terms of
reference, roles and powers of the Audit Committee is as per Section 177 of the Companies Act, 2013 (as amended).

The Existing committee members has resigned from their respective position w.e.f. May 30, 2024.

After the closure of the financial year, Ms. Hiral Vinodbhai Patel has been appointed as an additional (Non-Executive) Independent Director
of the company w.e.f. May 29, 2024. Ms. Rina Kumari has been appointed as an additional (Non-Executive) Independent Director of the
company w.e.f. May 29, 2024.

Ms. Hiral Vinodbhai Patel has been appointed as New Chairperson of Audit Committee w.e.f May 29, 2024 as Mr. Sureshkumar Ravjibhai
Patel has resigned from the post w.e.f. May 30, 2024.

w.e.f. May, 29, 2024, the reconstituted audit committee shall consist of the following members:

1. Ms. Hiral Vinodbhai Patel - Chairman

2. Ms. Rina Kumari - Member

3. Mr. Vishwambar Kameshwar Singh - Member
Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report
to the management instances of unethical behavior, actual or suspected fraud or violation of company''s Code of Conduct. Further the
mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe
guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the
Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of
the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on
the website of the Company at http: //hemoorganic.com/.

2. Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration committee in line with the provisions Section 178 of the Companies Act, 2013.
Nomination and Remuneration Committee meetings are generally held for identifying the person who is qualified to become Directors and
may be appointed in senior management and recommending their appointments and removal.

During the year under review, the Nomination and Remuneration Committee met Two (2) times viz; September 08, 2023 and November 08,
2023.

The composition of the Committee and the details of meetings attended by its members are given below:

Name of Members	Category	Designation in	Number of meetings during the financial year 2023-24
		Committee	Held	Eligible to attend	Attended
Mr. Sureshkumar Ravjibhai Patel	Independent Director	Chairperson	2	2	2
Mr. Baldevbhai Nagarbhai Patel	Independent Director	Member	2	2	2
Mr. Manish Kanaiyalal Patel	Non-Executive Director	Member	2	2	2

Further, the terms of reference of the Nomination and Remuneration Committee is as per Section 178 of the Companies Act, 2013 (as
amended).

Mr. Sureshkumar Ravjibhai Patel, the Chairperson of the Committee had attended last Annual General Meeting of the Company held on
September 30, 2023.

The Existing committee members has resigned from their respective position w.e.f. May 30, 2024.

After the closure of the financial year, Ms. Hiral Vinodbhai Patel has been appointed as an additional (Non-Executive) Independent Director
of the company w.e.f. May 29, 2024. Ms. Rina Kumari has been appointed as an additional (Non-Executive) Independent Director of the
company w.e.f. May 29, 2024.

Ms. Hiral Vinodbhai Patel has been appointed as New Chairperson of Nomination and Remuneration Committee w.e.f May 29, 2024 as Mr.
Sureshkumar Ravjibhai Patel has resigned from the post w.e.f. May 30,2024.

w.e.f. May, 29, 2024, the reconstituted Nomination and Remuneration Committee shall consist of the following members:

1. Ms. Hiral Vinodbhai Patel - Chairman

2. Ms. Rina Kumari - Member

3. Mr. Murlidhar Joshi- Member
Nomination and Remuneration Policy

The Company has, in order to attract motivated and retained manpower in competitive market and to harmonize the aspirations of human
resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 devised a policy on
Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management. Key points of the Policy are:

A. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel

^ The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for
appointment as Director, KMP and Senior Management personnel and recommend to the Board for his / her appointment.

^ A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

^ In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the
Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

B. Policy on remuneration of Director, key managerial personnel and senior management personnel

The Company remuneration policy is driven by the success and performance of the Director, KMP and Senior Management Personnel vis-a¬
vis the Company. The Company philosophy is to align them and provide adequate compensation with the Objective of the Company so that
the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the
core value of the Company. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the
Company at http://hemoorganic.com/.

3. Stakeholders'' Grievances and Relationship Committee

The Company has constituted Stakeholder''s Grievance & Relationship Committee mainly to focus on the redressal of Shareholders'' /
Investors'' Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report;
Dividend Warrants; etc.

During the year under review, Stakeholders Relationship Committee met Two (2) times during the financial year 2023-24 viz; September 08,
2023 and February 12, 2024.

The composition of the Committee and the details of meetings attended by its members are given below:

Name of Members	Category	Designation in	Number of meetings during the financial year 2023-24
			Held	Eligible to attend	Attended
Mr. Sureshkumar Ravjibhai Patel	Independent Director	Chairperson	2	2	2
Mr. Baldevbhai Nagarbhai Patel	Independent Director	Member	2	2	2
Mr. Manish Kanaiyalal Patel	Non-Executive Director	Member	2	2	2

Company Secretary and Compliance officer of the Company provides secretarial support to the Committee.

Mr. Sureshkumar Ravjibhai Patel, the Chairperson of the Committee had attended last Annual General Meeting of the Company held on
September 30, 2023.

The Existing committee members has resigned from their respective position w.e.f. May 30, 2024.

After the closure of the financial year, Ms. Hiral Vinodbhai Patel has been appointed as an additional (Non-Executive) Independent Director
of the company w.e.f. May 29, 2024. Ms. Rina Kumari has been appointed as an additional (Non-Executive) Independent Director of the
company w.e.f. May 29, 2024.

Ms. Hiral Vinodbhai Patel has been appointed as New Chairperson of Stakeholders'' Grievances and Relationship Committee w.e.f May 29,
2024 as Mr. Sureshkumar Ravjibhai Patel has resigned from the post w.e.f. May 30,2024.

w.e.f. May, 29, 2024, the reconstituted Stakeholders'' Grievances and Relationship Committee shall consist of the following members:

1. Ms. Hiral Vinodbhai Patel - Chairman

2. Ms. Rina Kumari - Member

3. Mr. Murlidhar Joshi- Member
Public Deposits

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013
and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2024.

Risk Management

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk
mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to
mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried
out to identify, evaluate, monitor and manage both business and non-business risks.

Sexual Harassment of Women at Workplace

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment
Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the company. Our policy
assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of Sexual
Harassment and we are complaint with the law of the land where we operate.

During the year under review, there were no incidences of sexual harassment reported.

Management Discussion and Analysis Report

Your attention is drawn to the perception and business outlook of your management for your company for current year and for the industry
in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report as
stipulated under Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is attached and forms part of this
Directors Report.

Details of Subsidiaries/ Associates/ Joint Ventures

The Company does not have any Subsidiary, Joint venture or Associate Company.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase
or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the
Code.

Details OF The Designated Officer

Mr. Garima Dineshkumar Jain, Company Secretary & Compliance officer of the company is acting as Designated Officer under Rule (9) (5) of
the Companies (Management and Administration) Rules, 2014.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes
to the Financial Statement.

Annual Return

The Annual Return for the financial year 2023-24 is uploaded on the website of the Company and the same is available at
www.hemoorganic.com

Contracts and Arrangements with Related Parties

All the related party transactions are entered on arm’s length basis, in the ordinary course of business and are in compliance with the
applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There
are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, etc.
which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly,
no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules,
2014. However, the details of transactions with Related Parties are provided in the Company’s financial statements in accordance with the
Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions
which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a
quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The policy on Related Party Transactions as approved by the Board is available on website of the company.

Material changes and commitment affecting financial position of the Company

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of
financial year of the Company and the date of this report.

Particular of Employees

The Company has not employed any employee except the Managing Director, Chief Financial Officer and Company Secretary. Hence, the
information required under Section 197(12) of the Companies Act, 2013 and rule 5(2) and 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is not given separately.

Internal Financial Control

Your Company has laid down the set of standards, processes and structure which enables to implement internal financial control across the
Organization and ensure that the same are adequate and operating effectively.

Maintenance of Cost Records

The provisions relating to maintenance of cost records and cost audit under section 148 read with Companies (cost records and audit) Rules,
2014 are not applicable to the company. Hence, the company has not maintained adequate cost records as required to be maintained by the
Company under the provisions of Section 148 of the Companies Act, 2013 read with the relevant rules made framed thereunder.

Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and
Company’s operations in future.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

A. Conservation of Energy -

i. ) The steps taken or impact on conservation of energy: None

ii. ) The steps taken by the Company for utilizing alternate sources of energy: None

iii. ) The capital investment on energy conservation equipment: None

B. T echnology Absorption -

i. ) The effort made towards technology absorption: None

ii. ) The benefit derived like product improvement, cost reduction, product development or import substitution: None

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

a. The details of technology imported: None

b. The year of import: None

c. Whether the technology has been fully absorbed: None

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: None

iv.) The expenditure incurred on Research and Development: None

C. Foreign Exchange Earnings & Expenditure:

i. ) Details of Foreign Exchange Earnings: Nil

ii. ) Details of Foreign Exchange Expenditure: Nil
Statutory Auditors

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

The Report given by the Auditors on the financial statement of the company is a part of this Annual Report. There are certain adverse
remarks or disclaimer given by the Auditors in their Report related to i) they have not been provided with the balance confirmation or any
other details for the trade receivable and trade payable shown in the books of accounts; ii) The Company has used an accounting software
for maintaining its books of accounts which does not have any features of recording audit trail(edit log) facility; iii) The Company has not
charged depreciation on the fixed assets during the year and accordingly provision of Indian Accounting Standards relating to depreciation
and Deferred Tax Asset / Liabilities have not been followed. The management represented that the amount of depreciation being negligible
the same has been not been incorporated and iv) The closing stock has been calculated and certified by management only and we have not
been provided with the basis of calculation.

Your Directors state that i) the Company has already started process of obtaining the balance confirmation from trade receivable and trade
payable and once received, the same will be provided to the Auditor; ii) further, since some of the accounts of the Company are dormant and
accordingly, the same have not been collected from the Bank; iii) Since the management is in the process of finding suitable software for
maintaining its books of accounts which does not have any features of recording audit trail(edit log) facility and iii) The management present
that the amount of depreciation being negligible the same has been not been incorporated.

Internal Auditors

The Board of Directors of the Company has appointed M/s. Akshay Mohnot & Co, Chartered Accountants, (FRN: 123209W), as an Internal
Auditors to conduct Internal Audit of the Company for the Financial Year 2023-24 and the Internal Auditors have presented the observations
to the Audit Committee at their meeting held quarterly basis.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Mr. Anand Lavingia, Practicing Company Secretary, Ahmedabad, to undertake the
Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as Annexure - A.

The above reports contain remark regarding -

I. Being Listed Company,

(a) had appointed Ms. Garima Dineshkumar Jain w.e.f. May 29, 2024 as Company Secretary as required under Section 203 of the Companies
Act, 2013. Previous company secretary has w.e.f. September 10, 2022 and as such is non-compliant of Section 203 of the Companies Act,
2013 since September 10, 2022 to May 28, 2024;

(b) had appointed Mr. Murlidhar Joshi w.e.f. May 29, 2024 as Chief Financial Officer as required under section 203 of Companies Act, 2013.
Mr. Mrugesh Kanubhai Patel has resigned w.e.f. November 08

, 2023 from the post of Chief Financial Officer and as such is non-compliant of Section 203 of the Companies Act, 2013 From November 08,
2023 to May 28, 2024.

2 The Company had not appointed qualified Company Secretary as Compliance Officer as required under Regulation 6 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 from September 10, 2022 to May 28, 2024.

3. The Company has not intimated to shareholders whose folio do not contain minimum details which are required in case of physical
holding as provided in SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021.

5. Fines imposed on the company for Non-Compliances of Various Regulations of SEBI (LODR) Regulations, 2015 and company has not paid
Annual Listing fees on time.

6. The Company has not paid Annual Custody Fees of Depositories on time due to which Benpose was blocked for the some period.

7. There are some late filings with the stock exchange occurs during the financial year.

8. Newspaper advertisement for the quarter ended on March 31, 2023 has not been published.

9. Large Corporate Annual in Annexure - B is not filed for March 31, 2023.

10. Intimation of BM - for quarter ended on June 30, 2023 has not been given.

II. Newspaper advertisement for the quarter ended on June 30, 2023 has not been published.

12. Closure trading window for the quarter ended on June 30, 2023 has not been published.

13. Late filing of Quarterly compliance for June 30, 2023.

14. Newspaper advertisement for the quarter ended on September 30, 2023 has not been published.

15. ROSCA PDF and XBRL for quarter ended on December 31, 2023 is filed on 08/02/2024.

16. Company has not maintained website properly.

Your directors submit that the Company takes following measures to timely comply with the entire requirements:

We have made advertisements for asking physical shareholders to update their details as per new regulations. The Company has paid all the
Dues of Depositories and Stock Exchange and assures not to incur such delays future. The Board of directors assures to compliance with the
respective rules and/or regulations in true letter and spirit.

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Proceedings initiated/pending against your company under the Insolvency and Bankruptcy Code, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially
impact the Business of the Company.

Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and financial
institutions

During the year under review, there has been no one time settlement of loans taken from banks and financial institution.

Corporate Governance

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the
provisions of certain regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company
has not provided a separate report on Corporate Governance, although few of the information are provided in this report of Directors under
relevant heading.

Compliance with the provisions of SS 1 and SS 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively,
have been duly complied by your Company.

Website

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely
"http://hemoorganic.com/” containing basic information about the Company. The website of the Company is also containing information
like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for
assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

General Disclosure

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of
The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took
place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items
as there were no transactions occur on these items during the year under review;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iv) Annual Report and other compliances on Corporate Social Responsibility;

(v) There is no revision in the Board Report or Financial Statement;

(vi) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and
company''s operations in future;

(vii) Information on subsidiary, associate and joint venture companies.

Acknowledgment

Your company & Directors wish to place on record their appreciation of the assistance and co-operation extended by Investors, Bankers,
Business Associates, and Government. We are deeply grateful to shareholders for their continued faith, confidence and support to the
company.

Registered office: By order of the Board of Directors

8-A, Gulnar, Chinar-Gulnar Appartment, For, HEMO ORGANIC LIMITED

V V Nagar Road, Anand - 388 001, Gujarat CIN: L24231GJ1992PLC018224

Vishwambar Kameshwar Singh

Place: Anand Chairman and Managing Director

Date: August 17, 2024 DIN: 09822587

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Mar 31, 2015

Dear Members,

The Directors of your Company are pleased to present the 23rd Annual Report and the Audited Accounts for the financial year ended on March 31,2015.

FINANCIAL PERFORMANCE:

(Rupees in Lacs)

Sr. Particulars Standalone No. 2014-15 2013-14

1 Sales 1583235 7098431

2 Other Income 233019 144

3 Total Income 1816254 7098575

4 Profit Before Depreciation & Tax (PBDT) (374679) (9966074)

5 Less: Depreciation 681047 943566

6 Add: Extra Ordinary item - 2263984

7 Profit Before Taxation (PBT) (1055726) 354342

8 Less: Taxation (all Taxes) - (7792)

9 Profit After Taxation (PAT) (1055726) 362135

Appropriations:

(a) Proposed Dividend - -

(b) General Reserve - -

(c) Balance to be carried forward - -

Total (1055726) 362135

SALIENT FEATURES OF COMPANY'S WORKING DURING THE YEAR: During the year under review, the Company witnessed a severe reduction in revenue and profit after tax Your directors expect better results in the next year.

3. EQUITY INFUSION: Your Company has not issued any equity shares during the year under review.

4. DIVIDEND: Considering the year's financial performance, the Board decided not to recommend any dividend.

5. DETAILS OF JOINT VENTURE COMPANY: Your Company has no Joint Venture.

6. SEGMENT REPORTING: Therefore there is only one reportable segment in accordance with the Accounting Standard on Segment Reporting, AS-17.

7. CONSERVATION OF ENERGY, RESEARCH AND DEVLOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO:

(i) CONSERVATION OF ENERGY:

Energy conservation measures taken during the year include the following:

There is no major changes required.

(ii) TECHNOLOGY ABSORPTION:

Company has not changed any technology. As and when required, company will take necessary steps in this regard.

(iii) FOREIGN EXCHANGE EARNINGS AND OUT GO:

There is no foreign exchange transactions during the year.

8. CORPORATE SOCIAL RESPONSIBILITY (CSR): CSR provisions are not applicable to the company.

9. DIRECTORS:

Rotation : Smt. Sonalben D. Patel, Director of the Company, retires by rotation, and being eligible, offers herself for reappointment at the ensuing Annual General Meeting. Your Directors recommend her reappointment.

DECLARATION BY AN INDEPENDENT DIRECTOR(S): All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 49(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

FORMAL ANNUAL EVALUATION: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as collectively. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY: The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of the Nomination and Remuneration Policy are covered in the Corporate Governance Report.

MEETINGS: During the year Four Board Meetings and Four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The company has not given any Loans, Guarantees or made Investments covered under the provisions of Section 186 of the Companies Act, 2013.

11. RELATED PARTY TRANSACTIONS: There is no any related party transactions during the year. As the company is not doing any related party transactions, the board has not framed any Related Party Transaction Policy.

12. PARTICULARS OF EMPLOYEES: The Company is not paying any remunerations to any of its directors and therefore, there is no scope for comperisation of increase in remuneration of managerial remuneration with respect to other employee.

13 VIGIL MECHANISM / WHISTLEBLOWER POLICY: The Company has formulated Whistleblower Policy in conformity with the provisions of clause 49 of the Listing Agreement executed with the stock exchange to provide a mechanism for any concerned person of the company to approach the Ethics Counselor/ Chairman of the Audit Committee of the Company for the purpose of dealing with instance of fraud and mismanagement, if any and also ensure that whistleblowers are protected from retribution, whether within or outside the organization. The details of the Whistle Blower Policy are explained in the Corporate Governance Report.

14. CORPORATE GOVERANCE: Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements, though not mandatory for the company, set out by SEBI. The Report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section and forms a part of the Annual Report. Your Company's Statutory Auditors' Certificate confirming compliance with Clause 49 of the Listing Agreement is annexed to this Report as Annexure -A and forms part of this report.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in separate section and forms part of this report.

16. GENERAL CODE OF CONDUCT: As required by clause 49 of the listing agreement, the Board of Directors have evolved a General Code of Conduct for members of the Board and members of the Senior Management Team. Affirmation of compliance with the said Code by all concerned as certified by the Chief Executive Officer is available elsewhere in this report.

17. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING: The Company has also put in place a Code of Conduct for Prevention of Insider Trading. The necessary preventive actions, including Closure of Trading Window around the time of any price sensitive events or information, are taken. All the Covered Persons have given declarations affirming compliance with the said Code for the year ended 31st March, 2015

18. CEO CERTIFICATION: Pursuant to the provisions of the Clause 49 of the Listing Agreement, the CEO Certification for preparation of financial statements etc is available elsewhere in this report

19. EXTRACT OF ANNUAL RETURN: Pursuant to the provisions of section 92 (3) of the Companies Act, 2013, an extract of annual return is annexed hereto as Annexure - B and forms part of this report.

20. SECRETARIAL AUDITORS: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, A. S. Solanki & Associates, Company Secretary, (CP: 11849) Ahmedabad, has been appointed as the Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2014-15, the Secretarial Audit Report is annexed herewith as Annexure - C and forms part of this report".

21. STATUTORY AUDITORS: M/s. Darji & Associates, Chartered Accountants, V. V. Nagar, having Firm Registration Number 116519W, were appointed as Auditors at the last AGM for three consecutive years. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. As required under the Companies Act, 2013, your Directors recommend to ratify their appointment as Statutory Auditors of the Company for F.Y. 2015-16.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

23. DIRECTORS' RESPONSIBILITY STATEMENT: To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

That such accounting policies have been selected 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;

That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively

That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

24. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY: The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

25. ACKNOWLEDGEMENT: Yours Directors take this opportunity to express their sincere appreciation for the excellent support and co- operation extended by the shareholders, customers, suppliers, bankers and other business associates. Your Directors also place on record their deep sense of appreciation to all employees for their dedicated services rendered at various levels.

By Order of the Board of Directors

For HEMO ORGANIC LIMITED

Place: Anand (Dr. Dinesh Patel ) Date : 29.05.2015 CHAIRMAN & MANAGING DIRECTOR

---

Mar 31, 2013

Dear Members

The Directors have pleasure in presenting their 21st Annual Report together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2012.

(1) FINANCIAL AND WORKING RESULTS :

PARTICULARS 2012-2013 [Rs.] 2011-2012 [Rs.]

Profit/(Loss) Before Depreciation : 75655 (4101585)

Less : Depreciation 943567 962476

Profit/(Loss) Before Tax : (7666105) (5064061)

Less : Provision for Tax 53869 1343493

Profit/(Loss) After Tax (7612236) (3720568)

Add : Balance brought forward (11964847) (8244280)

BALANCE CARRIED TO BALANCE SHEET (19577084) (11964847)

(2) PERFORMANCE

During the year under review, company''s total income reduced from Rs. 86.67 lac to Rs. 60.19 lacs and increased loss from Rs. 37.20 lacs to Rs. 76.12 lacs. The Loss increased due to write off of un realizable assets of the Company during the year. Your directors expect better results in the next year.

(3) DIVIDENDS

In view of past loss during the year, your Directors do not recommend any dividend the year.

(4) DIRECTORS :

Mr. Krushnakant R. Patel, director of the company retire by rotation and being eligible, offer himself for re-appointment. Your director recommend his appointment.

(5) DEPOSITS :

During the year the Company has not accepted any deposit under section 58A of the Companies Act, 1956.

(6) PARTICULARS OF EMPLOYEES :

There was no employee drawing remuneration of Rs.24,00,000 or more per annum or Rs.2,00,000 per month for any part of the year and hence no particulars have been furnished as required under section 217(2A) of the Companies Act, 1956.

(7) PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

(8) DIRECTORS RESPONSIBILITY STATEMENT :

(i) Your directors have followed the applicable accounting standards along with proper explanation relating to material departure while preparing the annual accounts

(ii) Your directors 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) Your directors have taken proper and sufficient care 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 detaching fraud and other irregularities;

(iv) Your directors have prepared the annual accounts on a going concern basis.

(9) AUDITORS :

M/s. Darji & Associates, Chartered Accountants, V. V. Nagar, retire at the conclusion of this Annual General Meeting. A written Certificate is being obtained from the Auditors, M/s. Darji & Associates, Chartered Accountants, V. V. Nagar to the effect that in case of their re-appointment as Auditors the same would be within the limits laid down in Section 224 (1B) of the Companies Act, 1956. Your directors recommend to re-appoint the auditors and fix their remuneration.

(9) COMPLIANCE CERTIFICATE :

As required under Section 383A of the companies Act, 1956, necessary Compliance Certificate issued by D. G. Bhimani & Associates is attached herewith and form part of directors'' report.

(10) ACKNOWLEDGEMENTS :

Your Directors wish to thank the Banks, Dealers, Customers, Suppliers and Shareholders for their continued support. Your directors also take this opportunity to record their appreciation for the contributions made by all the employees to the operations of the Company during the year.

Place: Anand FOR AND ON BEHALF OF THE BOARD

Date: 29.05.2013 Dr. Dinesh Patel Sonal

D. Patel (C M D) Director

Company Philosophy

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Mar 31, 2012

The Directors have pleasure in presenting their Eighteenth Annual Report together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2012.

(1) FINANCIAL AND WORKING RESULTS :

PARTICULARS 2011-2012 2010-2011 [Rs] [Rs.]

Profit/(Loss) Before Depreciation : (4101585) 1297696

Less : Depreciation 962476 962476

Profit/(Loss) Before Tax : (3720568) 335220

Less : Provision for Tax - -

Profit/(Loss) After Tax (3720568) 335220

(2) PERFORMANCE

During the year under review, company's total revenue increased from Rs. 64.41 lac to Rs. 86.66 lacs Your directors expect better performance in the next year.

(3) DIVIDENDS

In view of past accumulated losses, your Directors do not recommend any dividend the year.

(4) DIRECTORS :

Mr. Pankaj R. Patel, director of the company retire by rotation and being eligible, offer himself for re-appointment. Your director recommend her appointment.

(5) DEPOSITS :

During the year the Company has not accepted any deposit under section 58A of the Companies Act, 1956.

(6) PARTICULARS OF EMPLOYEES :

There was no employee drawing remuneration of Rs.24,00,000 or more per annum or Rs.2,00,000 per month for any part of the year and hence no particulars have been furnished as required under section 217(2A) of the Companies Act, 1956.

(7) PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

(8) DIRECTORS RESPONSIBILITY STATEMENT :

(i) Your directors have followed the applicable accounting standards along with proper explanation relating to material departure while preparing the annual accounts

(ii) Your directors 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) Your directors have taken proper and sufficient care 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 detaching fraud and other irregularities;

(iv) Your directors have prepared the annual accounts on a going concern basis.

(9) AUDITORS :

M/s. Darji & Associates, Chartered Accountants, V. V. Nagar, retire at the conclusion of this Annual General Meeting. A written Certificate is being obtained from the Auditors, M/s. Darji & Associates, Chartered Accountants, V. V. Nagar to the effect that in case of their re-appointment as Auditors the same would be within the limits laid down in Section 224 (1B) of the Companies Act, 1956. Your directors recommend to re-appoint the auditors and fix their remuneration.

(9) COMPLIANCE CERTIFICATE :

As required under Section 383A of the companies Act, 1956, necessary Compliance Certificate issued by D. G. Bhimani & Associates is attached herewith and form part of directors' report.

(10) ACKNOWLEDGEMENTS :

Your Directors wish to thank the Banks, Dealers, Customers, Suppliers and Shareholders for their continued support. Your directors also take this opportunity to record their appreciation for the contributions made by all the employees to the operations of the Company during the year.

Place: Anand FOR AND ON BEHALF OF THE BOARD

Date: 30.05.2012 Dr. Dinesh Patel Sonal D. Patel (C M D) Director

---

Mar 31, 2010

The Directors have pleasure in presenting their Eighteenth Annual Report together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2010

(1) FINANCIAL AND WORKING RESULTS :

PARTICULARS 2009-2010 2008-2009 (Rs.) (Rs.)

Profit/(Loss) Before Depreciation : (451564) (367392)

962476 798970

Less : Depreciation

Profit/(Loss) Before Tax : (510909) (1166362)

NIL NIL

Less : Provision for Tax

Profit/(Loss) After Tax (510909) (1166362)

Add : Balance brought forward (8068591) (6902228)

BALANCE CARRIED TO BALANCE SHEET (8579500) (8068590)

(2) PERFORMANCE

During the year under review, company companys sales increased from Rs. 25.97 lac to Rs. 29.35 lacs and incurred loss of Rs. 5.00 lacs as compared to loss of Rs. 11.70 lac last year. However, since the company had commenced new line of business of white coal after March, 2010, your directors expect better results in the next year.

(3) DIVIDENDS

In view of past accumulated losses, your Directors do not recommend any dividend the year.

(4) DIRECTORS:

Mr. Krushnakant R. Patel, director of the company retire by rotation and being eligible, offer herself for re-appointment. Your director recommend her appointment.

(5) DEPOSITS :

During the year the Company has not accepted any deposit under section 58A of the Companies Act, 1956.

(6) PARTICULARS OF EMPLOYEES :

There was no employee drawing remuneration of Rs.24,00,000 or more per annum or Rs.2,00,000 per month for any part of the year and hence no particulars have been furnished as required under section 217(2A) of the Companies Act, 1956.

(7) PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

(8) DIRECTORS RESPONSIBILITY STATEMENT :

(i) Your directors have followed the applicable accounting standards along with proper explanation relating to material departure while preparing the annual accounts

(ii) Your directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(iii) Your directors have taken proper and sufficient care 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 detaching fraud and other irregularities;

(iv) Your directors have prepared the annual accounts on a going concern basis.

(9) AUDITORS:

M/s. Darji & Associates, Chartered Accountants, Anand, retire at the conclusion of this Annual General Meeting. A written Certificate is being obtained from the Auditors, M/s. Darji & Associates, Chartered Accountants, Anand to the effect that in case of their re-appointment as Auditors the same would be within the limits laid down in Section 224 (1B) of the Companies Act, 1956. Your directors recommend to re-appoint the auditors and fix their remurieratrion.

(9) COMPLIANCE CERTIFICATE :

As required under Section 383A of the companies Act, 1956, necessary Compliance Certificate issued by D. G. Bhimani & Associates is attached herewith and form part of directors report.

(10) ACKNOWLEDGEMENTS:

Your Directors wish to thank the Banks, Dealers, Customers, Suppliers and Shareholders for their continued support. Your directors also take this opportunity to record their appreciation for the contributions made by all the employees to the operations of the Company during the year.

Place: Anand FOR AND ON BEHALF OF THE BOARD

Date: 25.08.2010

Dr. Dinesh Patel Sonal D. Patel

(C M D) Director