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2 Viraj S Shah has been Appointed as Additional Director (Independent category) w.e.f. March 13, 2023.

Attendance at the Last AGM of the Company held on 30th September, 2022:

The directors who had attended the Annual General meetings held during the F.Y. 2022-23 is been tabled hereunder:

Declaration by Independent Directors:

The company has received the necessary declarations from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that he/she met the criteria of independence as laid out in sub-section (6) of Section 149 of Companies Act, 2013 and the Rules made thereunder and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Performance Evaluation:

Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and the committees of the Board, by way of individual and collective feedback from the Directors.

The following were the Evaluation Criteria:

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

(b) For Executive Director:

- Performance as Team Leader/Member

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key Set Goals and Achievements

- Professional Conduct and Integrity

- Sharing of Information with the Board The Directors expressed their satisfaction with the evaluation process.

Board Committees:

During the year under review, the Board of Directors of your Company had constituted and re-constituted following Committees and approved the terms of reference / role in compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

1. Audit Committee:

In accordance with the provisions of section 177 of the Companies Act, 2013 and regulation 18 of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, the company has constituted an Audit Committee to perform the roles, responsibilities and functions as specified under Schedule II of the SEBI (LODR) Regulations and Companies Act, 2013.

The Composition of the Committee is as under:

* Mrs Meenakshi Gupta, Non-Executive Director was appointed as member w.e.f. 01^st December, 2022.

# Mr. Hitesh M Patel has resigned w.e.f 28^th November, 2022.

During the Financial Year under review, the Audit Committee met Six (6) times on 09^th April, 2022, 29^th April, 2022, 30^th May, 2022, 02^nd September, 2022, 14^th November, 2022 and 01^st December, 2022 respectively and the requisite quorum was present at the Meeting.

2. Nomination & Remuneration Committee:

In accordance with the provisions of the Companies Act, 2013 and regulation 19 of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, the company has constituted a Stakeholder Relationship Committee to perform the roles, responsibilities and functions as specified under Schedule II of the SEBI (LODR) Regulations and Companies Act, 2013.

The Composition of the Committee is as under:

* Mrs Meenakshi Gupta, Non-Executive Director was appointed as member w.e.f. 01^st December, 2022.

# Mr. Hitesh M Patel has resigned w.e.f 28^th November, 2022.

During the Financial Year under review, the Nomination & Remuneration Committee met Five (5) times i.e. 29^th April, 2022, 02^nd September, 2022, 01^st December, 2022, 06^th December, 2022 and 10^th March 2023 respectively and the requisite quorum was present at the Meeting.

3. Stakeholder Relationship Committee:

In accordance with the provisions of the Companies Act, 2013 and regulation 20 of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, the company has constituted a Stakeholder Relationship Committee to perform the roles, responsibilities and functions as specified under Schedule II of the SEBI (LODR) Regulations and Companies Act, 2013.

The Composition of the Committee is as under:

* Mrs Meenakshi Gupta, Non-Executive Director was appointed as member w.e.f. 01^st December, 2022.

# Mr. Hitesh M Patel has resigned w.e.f 28^th November, 2022.

During the Financial Year under review, Stakeholder Relationship Committee meetings met once i.e. 01^st December, 2022 and the requisite quorum was present at the Meeting.

4. Corporate Social Responsibility Committee:

In accordance with provisions of section 135 of the Companies Act, 2013 and the rules made thereunder the company has formed a Corporate Social Responsibility committee to oversee and monitor CSR activities to be undertaken by the Company and frame a policy for the same.

The composition of the committee is as under:

* Mrs Meenakshi Gupta, Non-Executive Director was appointed as member w.e.f. 01^st December, 2022.

# Mr. Hitesh M Patel has resigned w.e.f 28^th November, 2022.

During the Financial Year under review, the Corporate Social Responsibility Committee met Two (2) times i.e. on 01^st August, 2022, 01^st December, 2022 and the requisite quorum was present at the Meeting.

Company Secretary act as the Secretary to all the above four constituted Committees.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference / role of the Committees are taken by the Board of Directors.

Subsidiary Companies:

The Company has one wholly owned subsidiary i.e. Beyoungstore Private Limited.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of financial statements is annexed in Form AOC-1 as Annexure I to this report.

However, the company does not have any joint ventures or associate companies during the year under the review.

Consolidated Financial Statements:

The Consolidated Financial Statements have been prepared by the Company in accordance with applicable provisions of the Companies Act, 2013, Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The audited consolidated financial statements together with Auditors' Report form part of the Annual Report. The Auditor's Report does not contain any qualification, reservation or adverse remark.

Details about Related Party Transactions:

No material Related Party Transactions i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements were entered during the financial year of the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

Details about Loans, Guarantee & Investment Under Section 186:

During the Financial Year ended 31st March 2023 under review the Company has neither granted loan/s (secured or unsecured) provided guarantees or securities in connection with any loan/s availed by others nor made any investments pursuant to the provisions of Section 186 the Companies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 (as amended). As such no specific details are required to be given or provided.

Internal Control / Internal Financial Control Systems and Adequacy Thereof:

Your Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial disclosures . The Company has in place adequate internal financial control with reference to the financial statements. During the year, such internal controls were tested and no reportable material weaknesses in the design or operation were observed.

Human Resources:

The Company believes that quality of its employees is the key to success in long run. The Company continues to have cordial relations with its employees.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information with regard to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as Annexure-II forming part of this Report.

a. Statutory Auditor

M/s. Keyur Shah & Co., Chartered Accountants, Ahmedabad, (FRN: 141173W), were appointed as the Statutory Auditors of the Company In the Annual General Meeting (AGM) of the Company held on 30^th September, 2019, to hold office as the Statutory Auditors until the conclusion of the 28^th Annual General Meeting (AGM) of the Company to be held in the year 2024. The M/s Keyur Shah & Co. has placed their resignation w.e.f. May 30, 2023 after completing the audit for the financial Year 2022-23.

M/s Keyur Shah & Associates, Chartered Accountant (FRN-333288W) has been appointed as Statutory Auditor of the Company from the conclusion of the Board Meeting dated June 29, 2023 till the Conclusion of ensuring Annual General Meeting.

The Board of Directors has also recommended the M/s Keyur Shah and Associates, Chartered Accountant for a period of 5 years from the conclusion of ensuring Annual General Meeting which is subject to the shareholders in the ensuring general meeting.

Pursuant to the notification dated 7th May, 2018 issued by Ministry of Corporate Affairs, the requirement for ratification of appointment of Auditors by the shareholders at every Annual General Meeting has been done away with. Further, the Auditors have confirmed their eligibility under section 141 of the Companies Act, 2013 and the rules made thereunder.

Further, the report of the Statutory Auditors along with notes is enclosed to this report. The remarks in the Report are already explained in the Notes to Accounts and as such does not call for any further explanation or elucidation.

No fraud has been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

B. Secretarial Audit

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 had appointed M/s. M. R. Bhatia & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report is annexed herewith as Annexure-IV.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. No fraud has been reported by the Secretarial Auditors under Section 143 (12) of the Companies Act, 2013 and the rules made thereunder.

Corporate Social Responsibility (CSR):

CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. During the year, the CSR provisions was applicable on the company. The total CSR obligation for the financial year 2022-23 is Rs. 1,11,452/-. The company has constituted the CSR Committee, framed CSR Policy. The Company spent the unspent CSR amount of previous Financial Years in the financial year 2022-23. The report on the same has been Annexed with the Annual Report as Annexure V.

Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and has set up Internal Complaints Committee (ICC) for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year 2022-23, the Company has not received any complaint of sexual harassment.

Credit Rating:

During the Financial Year, there was no credit rating being obtained by the Company.

Public Deposits:

The Company has not accepted any deposits from the public/members under section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rule, 2014 during the year.

Directors' Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (5) of the Companies Act, 2013;

(a) That in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 have been followed along with proper explanation relating to material departures;

(b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) That the annual financial statements have been prepared on a going concern basis;

(e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(f) That systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the Going Concern Status of the Company:

There has been no significant and material Order passed by the Regulators or Courts or Tribunals in the FY 2022-23, impacting the going concern status of the Company's operations.

Extract of Annual Return U/S 92 (3) in MGT-9:

As per the provisions of Section 92(3) of the Companies Act, 2013 (‘the Act') read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form MGT-9 is given in Annexure VI, forming part of this report.

Insider Trading:

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (Regulations), your Company has adopted the following:

i) Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders- The said Code lays down guidelines, which advise Insiders on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances.

ii) Code of Practices and Procedures of Fair Disclosures of Unpublished Price Sensitive Information-The Code ensures fair disclosure of events and occurrences that could impact price discovery in the market.

iii) Policy for dealing with Unpublished Price Sensitive Information (UPSI) and Whistle Blower Policy for employees to report any leak or suspected leak of UPSI- The policy aims to enable the employees of the Company to report any leak or suspected leak of UPSI, procedures for inquiry in case of leak of UPSI or suspected leak of UPSI and initiate appropriate action and informing the SEBI promptly of such leaks, inquiries and results of such inquiries.

iv) Internal Control Mechanism to prevent Insider Trading-The Internal Control Mechanism is adopted to ensure compliances with the requirements given in the regulations and to prevent Insider Trading. The Audit Committee reviewed and found the same in order.

Vigil Mechanism:

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism.

Acknowledgements:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all level, towards the continued growth and prosperity of your company. Your Directors also wish to place on record their sincere thanks to the Banks and various Government Authorities for the support and co-operation extended to the Company. Your Directors are especially grateful to the shareholders for reposing their trust and confidence in the Company.

By order of the Board of Directors

For DECCAN HEALTH CARE LIMITED