Your Board of Directors (the "Board") have immense pleasure in presenting the 41^st Report of the Board of Directors ("Board") on the business and operations of the Company, together with Financial Statements for the Financial Year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS:

Your Company's financial performance for the year ended March 31, 2025 is as below:

2. STATE OF COMPANY AFFAIRS & CHANGE IN NATURE OF BUSINESS.

The Company is engaged in the business of hospital operations, healthcare services, and activities related to Ayurveda practitioners. There has been no change in the nature of the Company's business during the financial year ended March 31, 2025.

INDIAN ACCOUNTING STANDARDS

The financial statements for the year ended March 31, 2025, have been prepared in accordance with the Indian Accounting Standards (Ind AS) prescribed under the Companies (Indian Accounting Standards) Rules, 2015, as specified under Section 133 of the Companies Act, 2013, and other applicable accounting principles and policies.

3. DIVIDEND

The Board of Directors has not recommended any dividend for the financial year 2024-25, in view of the losses incurred by the Company during the year.

Further, in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement to formulate a Dividend Distribution Policy is applicable only to the top 1,000 listed entities based on market capitalization. As the Company does not fall under the list of top 1,000 listed entities as per the criteria prescribed, the provisions relating to the Dividend Distribution Policy are not applicable to the Company.

4. UNCLAIMED DIVIDENDS AND SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Since there was no unpaid/unclaimed Dividend declared and paid in the previous year, the provisions of Section 125 of the Companies Act, 2013 do not apply to the Company.

5. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

There are no shares in the demat suspense account or unclaimed suspense account.

6. DETAILS OF TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the Reserves due to the absence of any profits for the Financial Year 2024-25.

7. LISTING ON STOCK EXCHANGES

The Company's equity shares are listed on The BSE Limited (Scrip Code: 512063). The Company has paid the Annual Listing Fees for the Financial Year 2025-26 to the said Stock Exchange as required.

8. SHARE CAPITAL

The Company's paid-up equity share capital as on March 31, 2025 was Rs. 24.50 lakhs. There is no change in the share capital of the Company during the period under review.

a) BUY BACK OF SECURITIES

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

b) SWEAT EQUITY

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

c) BONUS SHARES

No Bonus Shares were issued during the year under review.

d) EMPLOYEES STOCK OPTION PLAN

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

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company continues to benefit from the knowledge and experience of its Directors and Executives.

DIRECTORS

Composition of the Board of Directors are as follows as on date 31st March 2025:

Sr. No. Name of Director DIN Designation

1. *Mr. Gaurav Jayant Gupte 06741475 Chairman and Managing Director

(Appointed on August 11, 2023)

2. Mr. Yatin Sanjay Gupte 07261150 Non-Executive Non-Independent

(Appointed on August 11, 2023) Director

Note:

*Mr. Gaurav Jayant Gupte was first appointed as a Director on August 11, 2023. He was later designated as the Managing Director on September 29, 2023.

Resignation of Director:

Resignation of Mr. Dharmendra Ramabhai Bhaliya (DIN: 10176412) as Non-Executive Independent Director:

Mr. Dharmendra Ramabhai Bhaliya (DIN: 10176412) has resigned from the position of NonExecutive Independent Director with effect from April, 11, 2025, due to certain assignments and personal commitments and there are no material reasons other than mentioned in his resignation letter.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Act and not debarred or disqualified by the Securities and Exchange Board of India (the "SEBI") / Ministry of Corporate Affairs (the "MCA") or any such statutory authority from being appointed or continuing as Director of the Company or any other Company where such Director holds such position in terms of Regulation (10)(i) of Part C of Schedule V of Listing Regulations. A Certificate to this effect, duly signed by CS Kamal A Lalani Trivedi, Practicing Company Secretary is annexed to Corporate Governance Report.

The Board of Directors is of the opinion that all Directors including the Independent Directors of the Company possess requisite proficiency, expertise and experience.

Opinion of the Board with regard to integrity, expertise and experience (including proficiency) of the Independent Directors:

The Board is of the opinion that the Independent Directors of the Company are professionally qualified and well experienced in their respective domains and meet the criteria regarding integrity, expertise, experience and proficiency. Their qualifications, specialized domain knowledge, strategic thinking & decision making and vast experience in varied fields has immensely contributed in strengthening the Company's processes to align the same with good industry practices.

RETIREMENT BY ROTATION

At the 41^st Annual General Meeting (AGM), the following appointment/re-appointment is being proposed:

Mrs. Sheetal Mandar Bhalerao (DIN: 06453413), Non-Executive Non- Independent Director, shall retire by rotation and being eligible, offers herself, for re-appointment.

Details of the proposal for the re-appointment of Mrs. Sheetal Mandar Bhalerao along with her brief resume is mentioned in the Explanatory Statement under Section 102 of the Act and disclosure under Regulation 36(3) of the Listing Regulations as annexed to the Notice of the 41^st AGM. The Board recommends the re-appointment of the above Director.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), the Company has the following persons as Key Managerial Personnel under the Companies Act, 2013:

* Mr. Dikshant Singh Panwar was introduced as Company Secretary & Compliance Officer in the Board Meeting held on May 12, 2025 in reference to the resignation of Mr. Dharmeshkumar Ashwinbhai Chauhan on February 15, 2025.

There was no other change in the composition of the Board of Directors and Key Managerial Personnel during the FY 2024-25, except as stated above.

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year under review, regular meetings of the Board are held at least once in a quarter inter-alia to review the quarterly results of the Company and to discuss and decide on various business policies strategies and other businesses. The Board of Directors of the Company met 8 (Eight) times to transact the business of the Company in accordance with Regulation 17 of SEBI (LODR) Regulation 2015, and/or provisions contained in Section 173(1) of the Companies Act read with Rules made thereunder. The Board meetings are held on following dates during the year.

11. AUDIT COMMITTEE Terms of reference:

Pursuant to the provisions of Section 177 (8) of the Companies Act 2013 read with Rules 6 & 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013, the details pertaining to the constitution of the Audit Committee are herein provided

Further as per Section 177(8) of the Act, as amended from time to time, there have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board of Directors.

The minutes of the Audit Committee are reviewed by the Board at its subsequent meetings.

The previous Annual General Meeting (AGM) of the Company was held on September 26, 2024 and the same was attended by the Chairperson of the Audit Committee.

The Company Secretary of the Company act as the Secretary of the Audit Committee.

12. NOMINATION AND REMUNERATION COMMITTEETerms of reference:

The details pertaining to the constitution of the Nomination and Remuneration Committee as required under the provisions of Section 178(1) of the Companies Act 2013 and its terms of reference in brief are to be herein provided.

The minutes of the Nomination & Remuneration Committee are reviewed by the Board at its subsequent meetings.

The previous Annual General Meeting (AGM) of the Company was held on September 26, 2024 and the same was attended by the Chairperson of the Nomination & Remuneration Committee.

The Company Secretary of the Company act as the Secretary of the Nomination & Remuneration Committee.

13. STAKEHOLDERS RELATIONSHIP COMMITTEE

The details pertaining to the constitution of the Stakeholders Relationship Committee as required under the provisions of Section 178(5) of the Companies Act 2013 and its terms of reference in brief are to be herein provided.

The minutes of the Stakeholders Relationship Committee are reviewed by the Board at its subsequent meetings.

The previous Annual General Meeting (AGM) of the Company was held on September 26, 2024 and the same was attended by the Chairperson of the Stakeholders Relationship Committee.

The Company Secretary of the Company act as the Secretary of the Stakeholders Relationship Committee.

14. 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.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of 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 criteria such as the composition of Committees, effectiveness of Committee meetings etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation, 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 and Non-Executive Directors.

The Board has reviewed the performance of individual directors on the basis of criteria such as 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.

At the Board meeting which followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board.

A separate meeting of the Independent Directors was held on February 10, 2025, wherein they reviewed the performance of Non-Independent Directors, the Board as a whole, and the performance of the Chairman. The outcomes of this meeting were subsequently discussed at the following Board meeting, during which the performance of the Board, its committees, and individual Directors was comprehensively evaluated.

15. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In accordance with the provisions of Schedule IV to the Companies Act, 2013, the Company has implemented a structured and ongoing Familiarization Programme for its Independent Directors.

The objective of this programme is to enable the Directors to gain a deeper insight into the Company's business model, operations, industry landscape, regulatory environment, and strategic priorities. This ensures that the Board is well-equipped to contribute meaningfully to Board deliberations and discharge their duties effectively.

Upon appointment, every Director is issued a formal letter of appointment which outlines their roles, responsibilities, functions, and obligations. The Familiarization Programme includes:

• Induction sessions for new Directors, providing an overview of the Company's business, financials, management structure, key policies, and governance framework.

• Regular updates and presentations from Senior Management on industry developments, regulatory changes, market dynamics, operational performance, strategic initiatives, risk management, and sustainability goals.

• Interactive meetings with Senior Management Personnel to facilitate an open exchange of views and direct access to key functional areas of the Company.

• Continuous engagement, whereby Directors are regularly briefed on emerging responsibilities, governance expectations, and specific areas relevant to their oversight functions.

All Directors are provided unrestricted access to Company documents and information required to enable them to understand the business in depth and to perform their role effectively.

The Company recognizes the importance of keeping its Board informed and engaged, and actively seeks their suggestions and inputs on key business matters during the familiarization process.

The detailed policy on the Familiarization Programme for Independent Directors is available on the Company's website at: https://www.ayokimerchantile.com/policy.php

16. CREDIT RATING

During the financial year ended March 31, 2025, the Company did not issue any debt instruments, nor did it accept any fixed deposits or undertake any scheme or proposal for the mobilization of funds, either in India or abroad. Accordingly, there was no requirement for obtaining any credit ratings during the year.

17. DETAILS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

During the year under review, the Company did not have any subsidiaries, associate companies, or joint ventures as defined under the Companies Act, 2013.

18. SECRETARIAL AUDITORS REPORT

In compliance with Regulation 24(A) of SEBI Listing Regulations and Section 204 of the Companies Act, 2013 read with Rules made thereunder, the Governing Board at its Meeting held on February, 10^th 2025, based on the recommendation of the Audit Committee, approved the appointment of

Mr. Kamal A. Lalani, Practicing Company Secretary (Membership No. A37774, COP No. 25395), Vadodara for a period of 5 (five) consecutive Financial Years commencing from FY 2025-2026 up to ensuing FY 2029-2030, subject to approval of the Shareholders at the ensuing 41^st AGM of the Company.

A copy of the Secretarial Audit Report issued in Form MR-3 by Mr. Kamal A Lalani, Secretarial Auditors is enclosed as Annexure-A to this report.

Mr. Kamal A Lalani, Practicing Company Secretary (Membership No. A37774, COP No. 25395), has confirmed that his appointment, if made, will comply with the eligibility criteria in terms of SEBI Listing Regulations. Further, he has confirmed that he holds a valid certificate issued by the Peer Review Board of ICSI.

The Secretarial Auditor's Report mentioned in Annexure-A to this report does not contain any qualifications, reservations, or adverse remarks or disclaimers.

OBSERVATION BY SECRETARIAL AUDITOR

There is qualification made by the auditors in their Secretarial Audit Report of the Company for the financial year ended 31st March, 2025. The observation made in the Secretarial Audit Report are as per the following:

1. During the period under review, the Company has submitted the required e-forms and returns with the Registrar of Companies (ROC)/Ministry of Corporate Affairs, (MCA) except two MGT-14.

Response from Management:

The delay was due to oversight on the part of the Company Secretary & Compliance officer. The management has taken it seriously and accordingly instructed to the Company Secretary & Compliance Officer of the Company to implement the process & system which shall give alert for various compliances under the Act and other applicable enactment to the Company so as to comply it in a timely and effectively manner. This would avoid such delay in submission of e-forms in the future.

2. Pursuance to Reg. 29 of the SEBI LODR, the Company has not given prior intimation of holding a Board Meeting at least two working days in advance to BSE, for the Board Meeting held on 6th September 2024 wherein an agenda for raising of fund was approved.

Response from Management:

The non-complainces of various requirements under the SEBI Regulations as stated above were made inadvertently and due to oversight on the part of the Company Secretary and Compliance Officer of the Company. To avoid the same in future, the Company has established internal

mechanisam which shall facilitate the Company Secretary and Compliance Officer to observe all relevant SEBI complainces timely and effectively.

19. COST AUDIT AND COST RECORDS

The provisions of Section 148 of the Companies Act, 2013, relating to the maintenance of cost records and cost audit, were not applicable to the Company during the financial year 2024-25.

20. COMPLIANCE WITH SECRETARIAL STANDARDS

During the FY 2024-25, the Company has complied with the applicable provisions of the Secretarial Standards - 1 relating to 'Meetings of the Board of Directors' and Secretarial Standards - 2 relating to 'General Meetings' specified by the Institute of Company Secretaries of India and approved by the Central Government under Section 118 (10) of the Act.

21. CEO / CFO CERTIFICATION

In terms of Regulation 17(8) read with Part B of the Listing Regulations, a declaration is to be made by the Managing Director confirming that all Directors and Senior Management Personnel adhered to the Company's Code of Conduct during the FY 2024-2025. This declaration is required under by Schedule V of the Securities and Exchange Board of India's Listing Obligations and Disclosure Requirements Regulations 2015.

The Annual Report also includes a certificate from the Chief Financial Officer (CFO) of the company as addressed to the Board of Directors, confirming the correctness of the financial statements, Cash flow statements for the Financial Year ended 31 March 2025 adequacy of the internal control measures and matters reported to the Audit Committee.

Provided in this Report: Annexure - B

22. CODE OF CONDUCT

The Company has adopted a Code of Conduct for all the employees including the Board Members and Senior Management Personnel of the Company in accordance with the requirement under Regulation 17 of the SEBI (LODR) Regulations 2015. The Code of Conduct has been posted on the website of the Company i.e. https://www.ayokimerchantile.com/policy.php

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples of the expected behavior from an

employee in a given situation and the reporting structure. Management members are made aware of the provisions of the Code from time to time.

The Company has obtained confirmations for compliance with the said code from all its Board members and Senior Management Personnel for the year ending March 31, 2025. The declaration by the Chairman & Managing Director of the Company confirming the same is annexed to this report - Annexure - C

23. CORPORATE SOCIAL RESPONSIBILITY POLICY

Pursuant to the provisions of Section 135 of the Companies Act, 2013, companies meeting any of the following criteria—net worth of ^500 crore or more, turnover of ^1,000 crore or more, or net profit of ^5 crore or more during any financial year—are required to constitute a Corporate Social Responsibility (CSR) Committee and adopt a CSR Policy.

During the year under review, the Company did not meet any of the prescribed thresholds and, accordingly, is not required to constitute a CSR Committee or formulate a CSR Policy under the said provisions.

24. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for employees, Directors and stakeholders in conformation with the provisions of Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations to report concerns about unethical behavior.

This Policy is available on the Company's website at the weblink: https://www.avokimerchantile.com/policv/Whistle-blower-policy.pdf

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

As required under Section 134(3)(q) of the Companies Act, 2013, read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Company has established adequate financial controls commensurate with its size, scale, and the complexity of its operations, particularly with respect to the preparation and presentation of its financial statements. The internal financial controls are designed to provide reasonable assurance regarding the reliability of financial reporting, accuracy and completeness of accounting records, integrity in the conduct of business, and the prevention and detection of frauds and errors.

Comprehensive policies, standard operating procedures, and control mechanisms have been implemented across all business processes. These frameworks ensure adherence to internal control protocols and full compliance with applicable regulatory requirements.

During the year under review, the Company assessed the effectiveness of its internal financial controls, and no reportable material weaknesses were identified in the design or implementation

of these controls. The Audit Committee of the Board periodically reviews the adequacy and effectiveness of the internal control systems. In addition, it closely monitors the status of corrective actions taken in response to findings from internal audit reviews, ensuring continuous improvement in the internal control environment.

26. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN BALANCE SHEET DATE AND DAET OF BOARD'S REPORT

There has been no material change and commitment affecting the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

27. MATERIAL ORDERS PASSED BY THE REGULATORS OF COURTS OR TRIBUNALS IMPACTING THE COMPANY'S OPERATION IN FUTURE

No material orders have been passed by any regulatory authorities, courts, or tribunals that would have an adverse impact on the Company's future operations or its status as a going concern.

28. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186

There are no Loans, Guarantees, Investments and Security made during the Financial Year ended March 31, 2025 as per the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

29. PARTICULARS OF ARRANGEMENTS OR CONTRACTS WITH RELATED PARTIES AS PRESCRIBED UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

The particular of every contract or arrangement entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including a certain arm's length and the ordinary course of transactions under third proviso thereto has been disclosed in Form no AOC-2.

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link is www.avokimerchantile.com.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, providing a comprehensive overview of the Company's operational and financial performance, forms part of this Annual Report and is annexed hereto as Annexure - F.

31. CORPORATE GOVERNANCE REPORT

In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions related to Corporate Governance are not applicable to the following classes of listed entities:

a) Listed entities with a paid-up equity share capital not exceeding ^10 crore and net worth not exceeding ^25 crore, as on the last day of the previous financial year;

b) Listed entities that have listed their specified securities on the SME Exchange.

As on March 31, 2025—the last day of the previous financial year—the Company's paid-up equity share capital stood at ^24.50 lakhs and its net worth was Rupees (311.29) lakhs, both of which are below the thresholds specified under the aforementioned regulation.

Accordingly, the Corporate Governance provisions are not applicable to the Company, and hence, the Corporate Governance Report does not form part of this Annual Report for the financial year 2024-25.

32. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the company's Non-Executive Directors did not have any pecuniary relationship or transactions with the company, its holding, subsidiary or associate company, other than those permitted by law, except for sittng fees, commission, and expense reimbursement, as permitted by the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

Separate meetings of the Independent Directors of the Company were held on 2^nd February, 2025.

33. STATEMENT REGARDING INDEPENDENT DIRECTORS

Pursuant to Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, and in the opinion of the Board, there has been no change in the circumstances that may affect the status of the

Independent Directors of the Company. The Board affirms its satisfaction with the integrity, expertise, and experience-including proficiency as prescribed under Section 150(1) of the Companies Act, 2013 and the applicable rules-of all Independent Directors serving on the Board.

34. POLICY ON DIRECTOR'S APPOINTMENT, REMOVAL, REMUNERATION AND OTHER DETAILS

The company's policy concerning the appointment and remuneration of directors, along with the criteria for determining their qualifications, positive attributes, and independence, is available on its website and weblink:

https://www.ayokimerchantile.com/policy/REMUNERATION%20POLICY.pdf

This policy addresses other matters as required by sub-section (3) of section 178 of the Companies Act, 2013.

35. PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requisite disclosures have been provided and are annexed to the Board's Report as Annexure - D

36. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of fraud committed in the Company by its Directors or Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company maintains a zero-tolerance policy towards sexual harassment at the workplace and has implemented a policy on the prevention, prohibition, and redressal of sexual harassment, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. However, constitution of internal compliant committee is not applicable to the company.

During the financial year 2024-25, no complaints of sexual harassment were received by the Company.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

During the FY 2024-25 the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including relating to maternity leave and other benefits to women employees

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

The information required under Section 134 of the Companies Act, 2013, read with the applicable provisions of the Companies (Accounts) Rules, 2014, relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo, is provided in Annexure - E to this Report.

39. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Act, in relation to financial statements of the Company for the year ended March 31, 2025, the Board of Directors states that:

a. In the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. The 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 as at March 31, 2025 and of the Loss of the Company for the year ended March 31, 2025;

c. The Directors have 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 annual accounts / financial statements have been prepared on a 'going concern' basis;

e. Proper internal financial controls are in place and are operating effectively; and

f. Proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

40. ACCEPTANCE OF PUBLIC DEPOSITS

During the financial year 2024-25, the Company did not accept any deposits as defined under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount pertaining to principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

Further as required under Clause (viii) of Rule 2 of Companies (Acceptance of Deposits) Rules, 2014, the Company has availed loans from its director, the particulars of which are provided in the financial statements.

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

During the FY 2024-25, there was no such instance.

42. DETAILS OF APPLICATIONS MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the financial year 2024-25, the Company has maintained a clean legal record with respect to insolvency and bankruptcy matters. There have been no applications filed against the Company under the Insolvency and Bankruptcy Code (IBC), 2016, nor are there any ongoing or pending proceedings involving the Company under the provisions of the IBC.

43. ANNUAL RETURN

In compliance with the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, including any amendments or re-enactments thereof, the Annual Return in Form No. MGT-7 has been uploaded on the Company's website. It is accessible for viewing at: https://www.ayokimerchantile.com/annual-report.php.

44. ACKNOWLEDGEMENTS

Your directors wish to place on record their appreciation of the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your directors also wish to place on record their appreciation for the shareholders, consumers, and banks for their continued support.