AKM Creations Ltd Directors Report

During the Financial Year ended 31^st March, 2024, the Company has recorded total revenue of INR 774.40 Lakhs/- (Indian Rupees Seven Hundred Seventy Four Lakh Forty Thousand Only) as against INR 1363.91 Lakhs /-(Indian Rupees Thirteen Hundred Sixty Three Lakh Ninety One Thousand Only) in the previous year, During the reporting period the Company has earned Net Profit of INR 26.23 /-Lakhs (Indian Rupees Twenty Six Lakh Twenty Three) as against INR 26.40/- Lakhs (Indian Rupees Twenty Six Lakh Forty Thousand Only) in the previous year.

During the year under review, Arhat Touch Private Limited made an open offer on 07.02.2024 to acquire 22,39,166 Equity Shares of face value of Rs. 10/- each of AKM Creations Limited at a price of Rs. 15/- each equity share representing 26% of total outstanding, issued and fully paid up equity share capital on fully diluted basis. Pursuant to the open offer M/s. Arhat Touch Private Limited became the promoter of AKM Creations Limited.

2. SHARE CAPITAL: Changes in the Capital Structure:

The Authorized Share Capital of the Company increased from existing INR 70,000,000 (Indian Rupees Seven Crore Only) divided into 70,00,000 (Seventy Lakh Only) Equity Shares of INR 10 (Ten) each to INR 17,00,00,000 (Indian Rupees Seventeen Crore only) divided into 1,70,00,000 (One Crore Seventy Lakh Only) Equity Shares of Rs. 10 each by inserting 1,00,00,000 Equity Shares of INR 10 each vide resolution passed on 15^th November, 2023 through postal ballot.

During the year under review the Company has issued and allotted 1,00,00,000 (One Crore) equity Warrant of face value of INR 10/- vide shareholder resolutions dated 15^th November 2023 on preferential basis.

As on 31st March 2023 The issued, Subscribed and paid up share capital stood at INR 124121750/- divided into 1,24,12,175 Equity Shares of INR 10/- each.

During the reporting period, your Company has not accepted any deposits, falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014

The Board of Directors did not recommend any dividend for the year.

PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

We do not propose to transfer any amount to general reserve.

During the financial year under review, there was no change in the nature of the business of the Company.

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As on the date of the report, your company has the following Directors and Key Managerial Personnel:

During the year under review following Changes were made in Board of Directors and KMP of the Company

Mr. Maulik Rajendrabhai Shah appointed as Additional Director on 13.03.2024 and Designated as Managing Directors on 16.03.2024 Mr. Piyush Parmar appointed as Additional Director in the category of Non-executive director and regularized by shareholder approval through postal ballot on 04.05.2024 Mr. Mahavir Rameshchandra Chudasama Additional Director in the category of Independent Director and regularized by shareholder approval through postal ballot on 04.05.2024 Mr. Pradipbhai Rathod Additional Director in the category of Independent Director and regularized by shareholder approval through postal ballot on 04.05.2024.

Mr. Pankaj Kumar Rawat appointed as Company Secretary and Compliance Officer of the Company on 24.01.2024 Ms. Shalvi Sagar Patwa resigned from the post of Managing Director on 15.03.2024 Mr. Shatrudhan resigned from the post of Independent Director on 15.03.2024 Mr. Farmeen Salim Lala resigned from the post of Independent Director on 15.03.2024 Mr. Sagar Amar Patwa resigned from the post of Non-Executive Director on 15.03.2024 Ms. Shalvi Sagar Patwa resigned from the post of CFO of the Company on 15.03.2024 Mr. Ayush Abhay Dolani resigned from the post of Company Secretary and Compliance Officer of the Company30.06.2023 Mr. Hirwani Jayantibhai Vaghela appointed as Additional Director in the category of executive director on 20.11.2023 and regularized as executive director vide shareholder approval through postal ballot dated 18.01.2024 and resigned from the post of director on 04.04.2024 Ms. Jagrutiben Deepakbhai Parmar appointed as Additional Director in the category of Non-executive director on 20.11.2023 and regularized as Non-executive director vide shareholder approval through postal ballot dated 18.01.2024 and resigned from the post of director on 04.04.2024 Ms. Sonia Jain appointed as Company Secretary and Compliance Officer of the Company on 02.09.2023 and resigned from the post of Company Secretary and Compliance Officer on 06.11.2023

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year under review 15 (Fifteen) meetings of the Board of Directors were held. The dates on which the said meetings were held:

30.05.2023 02.09.2023 07.09.2023 14.10.2023 31.10.2023 07.11.2023 20.11.2023 05.12.2023 23.12.2023 24.01.2024 13.03.2024 16.03.2024 22.03.2024 23.03.2024 28.03.2024

The intervening gap between any two Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

Board Committees:

the Board has following committees: Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee.

Audit Committees:

Meeting of Audit Committee

During the Financial Year under review 03 (Three) meetings of the Members of Audit Committee were held. The dates on which the said meetings were held:

30.05.2023 31.10.2023 07.11.2023

Nomination and Remuneration Committee:

Meeting of Nomination and Remuneration Committee:

During the Financial Year under review 03 (Three) meetings of the Members of Audit Committee were held. The dates on which the said meetings were held: 02.09.2023 20.11.2023 13.03.2024

Stakeholders Relationship Committee:

Meeting of Stakeholders Relationship Committee:

During the Financial Year under review 01 (One) meetings of the Members of Audit Committee were held. The dates on which the said meetings were held: 13.03.2024

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE

COMPANY:

There were no material changes and commitments accured from the end of financial year upto this report that may affect financial position of the Company.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013:

Particulars of loan given, investment made, guarantees given and security provided under Section 186 of the Companies Act, 2013, if any, are provided in the notes of financial statement.

13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

According to Section 134(5) (e) of the Companies Act, 2013, the term “Internal Financial Control (IFC)” means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The company has a well-placed,

proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from the top management to executive level. The compliance relating to Internal Financial controls have been duly certified by the statutory auditors.

14. CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Corporate Social Responsibility are not applicable on the Company. Therefore, Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

15. CORPORATE GOVERNANCE:

Provisions of Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 are not applicable to the Company. Hence, report on Corporate Governance is not annexed.

16. HUMAN RESOURCES:

The Management has a healthy relationship with the officers and the Employee.

17. BOARD 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 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (“SEBI Listing Regulations”).

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.

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.

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 chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, 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 o f 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.

Management/Board in areas of domain expertise, whether they seek clarifications by raising appropriate issues on the presentations made by the Management/reports placed before the Board, practice confidentiality, etc. It was observed that the Directors discharged their responsibilities in an effective manner. The Directors possess integrity, expertise and experience in their respective fields.

18. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN

TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in “Annexure III” to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

19. RATIO OF REMUNERATION TO EACH DIRECTOR:

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH

RELATED PARTIES:

During the year, there is no transaction entered with related parties referred to in Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014. Therefore there is no requirement to attached Form AOC-2 in Annexure ‘I Related party transactions if any, are disclosed in the notes to financial statements.

21. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the reporting period, the Company has no subsidiary/associates/Joint Venture. Hence, provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Companys code of conduct. The mechanism

provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the period under review no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

25. DIRECTORS RESPONSIBILITY STATEMENT:

(a) Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed: (b) That in the preparation of the annual accounts for the financial year ended 31st March, 2024 the applicable accounting standards had been followed along with proper explanation relating to material departures; (c) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year review;

(d) That 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; (e) That the directors had prepared the annual accounts for the financial year ended 31st March,2024 on a going concern basis; (f) That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and (g) That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

26. AUDITORS & AUDITORS REPORT:

a) Statutory Auditor:

During the year under review, M/S Kapish Jain & Associates, Chartered Accountants, having FRN 022743N appointed as a statutory auditor of the company to fill casual vacancy caused due to resignation of M/S RKJS & Co. LLP, Chartered Accountants.

Auditors Report

The Auditors Report for financial year ended March 31, 2024, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditors Report and Notes forming part of the Financial Statements are self-explanatory anddo not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year. The Auditors report is enclosed with the financial statements in this Auditors Report. 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 M/s Vikas Verma & Associates, Practicing Company Secretaries, to undertake the secretarial audit of the Company for the Financial Year 2023-2024.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st March, 2024 does not containany qualification, reservation or adverse remark. A copy of the Secretarial Audit Report (Form MR-3) as provided by the Company Secretary in Practice has been annexed to the Report. (Annexure-IV)

c) Cost auditors:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

d) Internal auditors

The Company has complied with the requirement of the section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act.

27. EXTRACT OF THE ANNUAL RETURN

The extract of annual return under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at www.akmlace.com

28. FAMILIARISATION PROGRAMMES

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarizations programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Director is disclosed on the Companys website www.akmlace.com

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Managements Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as “Annexure VI”.

30. CODE OF CONDUCT:

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

31. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

32. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the reporting period, no application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

33. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF:

During the reporting period, no such valuation has been conducted in the financial year.

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

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2014 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at

“Annexure-II”.

35. RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the company. During the year, your Directors have an adequate risk management infrastructure in place capable of addressing those risks. The company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The companys management systems, organizational structures, processes, standards, code of conduct and behaviour together form a complete and effective Risk Management System (RMS).

36. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and 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. All Board Directors and the designated employees have confirmed compliance with the Code.

37. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER SE

None of the Directors are related to each other.

38. SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.

39. CAUTIONARY NOTE

The statements forming part of the Boards Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

40. STATEMENT ON OTHER COMPLIANCES

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 reporting period: a. Details relating to deposits covered under Chapter V of the Act. b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise; c. Issue of shares (including sweat equity shares) to employees of the Company. d. Neither the Managing Director nor any of the Whole-time Directors of the Company receive any remuneration or commission.;

42. WEBSITE OF THE COMPANY:

Your Company maintains a website www.healthylifeagritec.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

ACKNOWLEDGEMENT: