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)

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.

^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;

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:

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:

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:

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