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Magenta Lifecare Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 6.18 Cr. P/BV 0.44 Book Value (Rs.) 20.33
52 Week High/Low (Rs.) 19/9 FV/ML 10/4000 P/E(X) 75.00
Bookclosure 28/09/2024 EPS (Rs.) 0.12 Div Yield (%) 0.00
Year End :2025-03 

Your Directors are pleased to present the 10th Board's Report on the Business and Operations of the
Company together with the Audited Financial Statements along with the Auditor's Report for the Financial
Year ended on 31st March, 2025.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31st March, 2025 and for the
previous financial year ended on 31st March, 2024 are summarized as below:

Particulars

2024-25

2023-24

Revenue from Operations

1018.35

876.28

Other Income

58.73

28.33

Total Income

1077.09

904.60

Total Expenses

1070.37

802.44

Profit / Loss Before Exceptional and Extra Ordinary Items
and Tax

6.71

102.16

Exceptional and Extra Ordinary Items

0.00

0.00

Profit / Loss Before Tax

6.71

102.16

Tax Expense: Current Tax

1.75

26.56

Deferred Tax

(3.31)

1.75

Profit / Loss for the Period / After Tax

8.28

73.85

Earnings Per Share (EPS)

Basic

0.12

1.52

Diluted

0.12

1.78

2. OPERATIONS:

Total revenue from operations for Financial Year 2024-25 is Rs 1018.35 compared to the total revenue from
operations of Rs. 876.28 Lakhs of previous Financial Year. The Company has incurred profit before tax for the
Financial Year 2024-25 of Rs. 6.71 Lakhs as compared to Profit before tax of Rs. 102.16 Lakhs of previous
Financial Year. Net Profit after Tax for the Financial Year 2024-25 is Rs.8.28 Lakhs as against Net Profit after
tax of Rs. 73.85 Lakhs of previous Financial Year.

The Directors are continuously looking for the new avenues for future growth of the Company and expect
more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2024-25 there was no changes in nature of Business of the Company.

4. WEBLINK OF ANNUAL RETURN:

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

5. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL: -

The Authorised Equity share capital of the Company as on 31st March, 2025 is Rs. 7,00,00,000/- (Rupees
Seven Crores Only) divided into 70,00,000 (Seventy Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only)
each.

B. PAID-UP SHARE CAPITAL: -

The Paid-up Equity share capital of the Company as on 31st March, 2025 is Rs. 6,86,99,360/- (Rupees Six
Crores Eighty-Six Lakhs Ninety-Nine Thousand Three Hundred Sixty Only) divided into 68,69,936 (Sixty-
Eight Lakhs Sixty-Nine Thousand Nine Hundred Thirty-Six) equity shares of Rs. 10/- (Rupees Ten Only).

6. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your directors do not recommend
any dividend for the Financial Year 2024-25 (Previous Year - Nil).

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

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed
for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF").
During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend Account"
lying for a period of seven years from the date of transfer of such unpaid dividend to the said account.
Therefore, there were no funds which were required to be transferred to Investor Education and Protection
Fund.

8. TRANSFER TO RESERVES:

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

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

• INITIAL PUBLIC OFFER (“THE IPO”)

A major highlight for the year under review was that the Company successfully came out with an
Initial Public Offer of equity shares of the Company aggregating to Rs. 700.00 Lakhs. The issue was
entirely Fresh Issue of equity shares. The Company had filed Draft Prospectus with the Securities and
Exchange Board of India ("the SEBI") on October 31, 2023 in accordance with the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. The
Company filed the Prospectus on May 29, 2024. The issue was open for subscription from June 5,
2024 to June 7, 2024. The Company received listing and trading approval from BSE Limited ("the
BSE") on June 12, 2024.

Your directors believes that the listing of the Company would provide the right platform to take its
brand(s) to greater heights, enhance visibility and provide liquidity to the shareholders. The
Company's IPO received an overwhelming response and was oversubscribed by 983.19 times,
reflecting an investor appetite for the issue. The Equity Shares of the Company were listed with a
substantial gain from its offer price.

We are gratified and humbled by the faith shown in the Company by the market participants. We are
also grateful to our customers for their trust shown in our capabilities to consistently deliver high-
quality services.

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

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

11. MEETINGS OF THE BOARD OF DIRECTORS:

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

During the year under the review, the Board of Directors met 10 (Ten) times viz. 10th May, 2024, 17th May,
2024, 22nd May, 2024, 29th May, 2024, 10th June, 2024, 5th July, 2024, 6th September, 2024, 14th November,
2024, 2nd December, 2024 and 3rd March, 2025.

12. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

b. The Directors had selected such accounting policies and applied them consistently and made judgments

and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company at the end of financial year and of the profit of the Company for the financial year ended on
31st March, 2025.

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

d. The Directors had prepared the Annual Accounts on a going concern basis;

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

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

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

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

14. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE:

i. Auditors' Report:

The observations of the Statutory Auditor, when read together with the relevant notes to the
accounts and accounting policies are self-explanatory and do not call for any further comment.

ii. Secretarial Auditor's Report:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed
Mr. Gaurav Bachani, Proprietor of M/s. Gaurav Bachani & Associates, Company Secretaries,
Ahmedabad (FRN: S2020GJ718800) as a Secretarial Auditor of the Company to conduct Secretarial
Audit for the Financial Year 2024-25.

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

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

a) The Company has filed the Statement of deviation after the due date (i.e. within 45 days from
the quarter end) as per Regulation 32 of the Securities and Exchange Board India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 for the quarter ended on 30th
September, 2024.

Reply:

The delay in filing the Statement of Deviation for the quarter ended 30th September 2024 was due
to administrative delays in compiling and verifying the necessary information. The Company has
duly complied and taken steps to avoid such delays going forward.

b) During the year under review, E-form DPT-3 for return of deposits was not filed as per Rule 16
and 16A of the Companies (Acceptance of Deposits) Rules, 2014.

Reply:

The E-form DPT-3 was not filed during the year due to an inadvertent oversight. The Company is
taking necessary steps to ensure such lapses do not occur in the future.

15. PARTICULARS OF LOANS, GUARANTEES, SECURITIES COVERED OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013:

During the year Company has made investments under the provisions of section 186 of the Companies Act,
2013 and disclosures for the said investment is provided in the notes to financial statement.

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

All transactions to be entered by the Company with related parties will be in the ordinary course of business
and on an arm's length basis. However, the Company has not entered into any related party transaction, as
provided in Section 188 of the Companies Act, 2013, with the related party. Hence, Disclosure as required
under Section 188 of the Companies Act, 2013 is not applicable to the Company.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

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

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

During the year, no reportable material weakness was observed.

19. RESERVES & SURPLUS:

Sr. No.

Particulars

Amount

1.

Balance at the beginning of the year

138.13

2.

Securities Premium account

558.55

3.

Current Year's Profit / Loss

8.28

Total

704.96

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

The Company has framed formal Risk Management framework for risk assessment and risk minimization for
Indian operation which is periodically reviewed by the Board of Directors to ensure smooth operations and
effective management control. The Audit Committee also reviews the adequacy of the risk management
frame work of the Company, the key risks associated with the business and measures and steps in place to
minimize the same.

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

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

There were no foreign exchange earnings or outgo during the year under review.

Sr. No.

Foreign exchange earnings and outgo

F.Y. 2024-25

F.Y. 2023-24

1.

Foreign exchange earnings

Nil

Nil

2.

CIF value of imports

Nil

Nil

3.

Expenditure in foreign currency

Nil

Nil

4.

Value of Imported and indigenous Raw Materials,
Spare-parts and Components Consumption

Nil

Nil

22. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

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

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

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

24. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by
the Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure
compliance with its provisions and is in compliance with the same.

25. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit
Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the

Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

26. STATE OF COMPANY'S AFFAIRS:

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

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

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

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

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

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

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

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

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

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

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

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

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

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

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

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

directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

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

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and
employees to report concerns about unethical behavior, actual or suspected fraud or violation of
Company's Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY:

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

29. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received
remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2024-25.

30. LOAN FROM DIRECTOR / RELATIVE OF DIRECTOR:

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

31. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

Sr. No.

Name

Designation

DIN/PAN

1.

Mr. Divyesh Vipinchandra Modi

Managing Director

02016172

2.

Ms. Khyati Modi

Non-Executive Non-Independent Director

06727195

3.

Ms. Nidhi Bansal

Non-Executive Independent Director

09693120

4.

Mr. Nandish Shaileshbhai Jani

Non-Executive Independent Director

09565657

5.

Mr. Malvik Sureshkumar Mehta

Chief Financial Officer

AMVPM0170G

6.

Mr. Vipinchandra Somalal Modi

Non-Executive Non-Independent Director

09824996

7.

Ms. Hardika Ladha

Company Secretary and Compliance officer

AVMPL1205F

8.

Ms. Chinu Kalal

Non-Executive Independent Director

09568622

9.

Ms. Anita Kumawat

Company Secretary and Compliance officer

ESBPK8372N

4Ms. Nidhi Bansal has been appointed as an additional Non-Executive and Independent Director of the company w.e.f. 6th September,
2024 and regularized by the shareholder in the meeting held on 28th September, 2024.

2Ms. Chinu Kala resigned from the post of Non-Executive and Independent Director of the company w.e.f. 6th September, 2024.

3Ms. Anita Kumawat resigned from the post of Company Secretary and Compliance officer w.e.f. 2nd December, 2024.

4Ms. Hardika Ladha has been appointed as Company Secretary and Compliance Officer w.e.f. 3rd March, 2025.

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

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

32. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Nandish Shaileshbhai Jani and Ms. Nidhi Bansal, Independent Directors of the Company have confirmed
to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies
Act, 2013 and they qualify to be Independent Director. They have also confirmed that they meet the
requirements of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

33. CORPORATE GOVERNANCE:

Since the Company has listed its specified securities on the SME Exchange therefore by virtue of Regulation
15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the
corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation
(2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, Corporate
Governance does not form part of this Board's Report.

34. DEPOSITS:

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

35. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

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

In a separate meeting of Independent Directors, the performances of Executive and Non - Executive Directors
were evaluated in terms of their contribution towards the growth and development of the Company. The
achievements of the targeted goals and the achievements of the expansion plans were too observed and
evaluated, the outcome of which was satisfactory for all the Directors of the Company.

36. AUDITORS:

A. Statutory Auditor:

M/s. S S R V & Associates, Chartered Accountants, (Firm Registration No. 135901W), Mumbai, were
appointed as the Statutory Auditors of the Company to hold office for 4 years i.e. from conclusion this
9th Annual General Meeting till the conclusion of 13th Annual General Meeting of the Company to be
held in the year 2028.

The Auditor's report for the Financial Year ended 31st March, 2025 has been issued with an
unmodified opinion, by the Statutory Auditor.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Mr.
Gaurav Bachani, Proprietor of M/s. Gaurav Bachani & Associates, Company Secretaries, Ahmedabad,
as a Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

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

C. Internal Auditor:

The Board of directors has appointed M/s. MJM Patel & Co., (FRN: 0112246W), Chartered Accountant,
Ahmedabad, as the internal auditor of the Company. The Internal Auditor conducts the internal audit
of the functions and operations of the Company and reports to the Audit Committee and Board from
time to time.

37. DISCLOSURES:

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, was held on
22nd May, 2024, 5th July, 2024, 6th September, 2024, 14th November, 2024 and 3rd March, 2025 the attendance
records of the members of the Committee are as follows:

Name

Status

No. of the Committee
Meetings entitled

No. of the Committee
Meetings attended

Mr. Nandish Shaileshbhai Jani

Chairperson

5

5

Ms. Chinu Kalal2

Member

2

2

Ms. Khyati Modi

Member

5

5

Ms. Nidhi Bansal1

Member

3

3

*Ms. Nidhi Bansal has been appointed as Member of the Audit Committee w.e.f. 6th September, 2024
2Ms. Chinu Kalal resigned as Member of the Audit Committee w.e.f. 6th September, 2024.

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of the members of the Nomination and Remuneration committee, as
tabulated below, was held on 6th September, 2024 and 3rd March, 2025 the attendance records of the
members of the Committee are as follows:

Name

Status

No. of the Committee
Meetings entitled

No. of the Committee
Meetings attended

Ms. Chinu Kalal2

Chairperson

NA

NA

Mr. Nandish Shaileshbhai Jani

Member

2

2

Mr. Vipinchandra Modi

Member

2

2

Ms. Nidhi Bansal1

Chairperson

2

2

*Ms. Nidhi Bansal has been appointed as chairperson of the Committee w.e.f. 6th September, 2024.

2Ms. Chinu Kalal resigned as chairperson of the Committee w.e.f. 6th September, 2024.

C. Composition of Stakeholders' Relationship Committee:

During the year under review, meetings of members of Stakeholders' Relationship committee as tabulated
below, was held on 6th September 2024 the attendance records of the members of the Committee are as
follows:

Name

Status

No. of the Committee
Meetings entitled

No. of the Committee
Meetings attended

Mr. Nandish Shaileshbhai Jani

Chairperson

1

1

Ms. Khyati Modi

Member

1

1

Ms. Chinu Kalal2

Member

1

1

Ms. Nidhi Bansal1

Member

NA

NA

*Ms. Nidhi Bansal has been appointed as Member of the Stakeholders' Relationship Committee w.e.f. 6th September, 2024.

2Ms. Chinu Kalal resigned as Member of the Stakeholders' Relationship Committee w.e.f. 6th September, 2024.

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

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

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

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

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

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

39. INDUSTRIAL RELATIONS:

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

40. MAINTENANCE OF COST RECORDS:

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

41. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company has
established connectivity with both the Depositories i.e., National Securities Depository Limited ("NSDL") and
Central Depository Services (India) Limited ("CDSL") and the Demat activation number allotted to the
Company is ISIN: INE0QZ901011. Presently shares are held in electronic mode.

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

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

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

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

44. COMPLIANCE ON MATERNITY BENEFIT ACT. 1961:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has
extended all statutory benefits to eligible women employees during the year.

45. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received
from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and
other business associates who have extended their valuable sustained support and encouragement during
the year under review.

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

Registered Office: By the order of the Board,

N P Patel Estate, A & T Padamla, Magenta Lifecare Limited

Vadodara, Gujarat, India, 391350

Sd/- Sd/-

Divyesh Modi Khyati Modi

Place: Vadodara Managing Director Director

Date: 5th September, 2025 DIN: 02016172 DIN: 06727195


 
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