To,
The Members,
Evoq Remedies Limited
Your Directors hereby present the 15 th 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 31 st March, 2025.
1. FINANCIAL RESULTS:
The financial performance of the Company for the Financial Year ended on 31 st March,
2025 is summarized as below:
(Rs. in Lakhs)
| Particulars |
2024-25 |
2023-24 |
| Revenue from Operations |
1,175.65 |
405.25 |
| Other Income |
241.46 |
225.65 |
| Total Income |
1417.13 |
630.90 |
| T otal Expenses |
1404.31 |
569.76 |
| Profit Before Exceptional and Extra Ordinary Items and T ax |
12.82 |
61.14 |
| Exceptional and Extra Ordinary Items |
0.00 |
0.00 |
| Profit Before Tax |
12.82 |
61.14 |
| Tax Expense: Current Tax |
4.00 |
15.90 |
| Deferred Tax |
0.00 |
0.00 |
| Profit for the Period / After Tax |
8.82 |
45.24 |
| Earnings Per Share (EPS] |
|
|
| Basic |
0.04 |
0.33 |
| Diluted |
0.04 |
0.33 |
2. OPERATIONS:
Total revenue for Financial Year 2024-25 is Rs.1417.13 Lakhs compared to the total
revenue of Rs. 630.90 Lakhs of previous Financial Year. The Company has incurred Profit
before tax for the Financial Year 2024-25 of Rs. 12.82 Lakhs as compared to Profit before
tax of Rs. 61.14 Lakhs of previous Financial Year. Net Profit after Tax for the Financial
Year 2024-25 is Rs. 8.82 Lakhs as against Net Profit after Tax of Rs. 45.24 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:
There is no change in the nature of business during the year under review.
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.evoqremedies.com.
5. SHARE CAPITAL:
A. AUTHORISED SHARE CAPITAL:
The authorised Equity share capital of the Company as on 31 st March, 2025 is Rs.
25,00,00,000/- (Rupees Twenty-Five Crores Only] divided into 25,00,00,00 (Twenty-Five
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 31 st March, 2025 is Rs.
24.90.00. 000/- (Rupees Twenty-Four Crores Ninety Lakhs Only] divided into
2.49.00. 000/- (Two Crores Forty Nine Lakhs] 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 31 st 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 THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL
STATEMENTS RELATES AND THE DATE OF THE REPORT:
?€? Increase in Authorised Share Capital and Alteration of the Capital clause
in Memorandum of Association of the Company
The Company has increased the Authorised Share Capital from Rs.
25.00. 00.000/- (Rupees Twenty-Five Crores Only] divided into 2,50,00,000 (Two Crores
Fifty Lakhs] Equity Shares of Rs. 10.00/- (Rupees Ten Only] each to Rs.
42.00. 00.000/- (Rupees Forty-Two Crores Only] divided into 4,20,00,000 (Four Crores
Twenty Lakhs] Equity Shares of Rs. 10.00/- (Rupees Ten Only] each ranking pari passu in
all respect with the Existing Equity Shares of the Company in the Extra Ordinary General
Meeting held on 3 rd June, 2025.
10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:
The Company has received an order from the Goods and Services Tax (GST] department
dated February 2, 2025, pertaining to the financial year 2017-18, for ^655.03 lakhs. Given
that this matter is currently subject to litigation, we are unable to assess the necessity
of any potential adjustments to the financial statements. As against this, Company has
file Appeal against the GST Order.
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 8 (Eight] viz., 27 th May,
2024, 22 nd June, 2024, 1 st August, 2024, 6 th September, 2024, 1 st October, 2024, 21 st
January, 2025, 3 rd March, 2025 and 31 st 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 31 st 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 31 st 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
£ 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. PARTICULARS OF LOANS, GUARANTEES, SECURITIES COVERED OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013:
The details of loans, investment, guarantees and securities covered under the
provisions of section 186 of the Companies Act, 2013 are provided in the financial
statement.
15. 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. Further, Particulars of contract
or arrangement with related parties referred to in section 188(1] of the Companies Act,
2013 read with Rule 8(2] of the Companies (Accounts] Rules, 2014, in Form No. AOC-2 is
enclosed herewith as Annexure I.
16. 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 - II.
17. 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.
18. RESERVES & SURPLUS:
(Amount in Lakhs
| Sr. No. |
Particulars |
Amount |
| 1. |
Balance at the beginning of the year |
319.58 |
| 2. |
Securities Premium account |
1,635.20 |
| 3. |
Current Year's Profit / Loss |
8.83 |
| Total |
1,963.60 |
19. 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.
20. 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 |
21. 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.evoqremedies.com.
22. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT
VENTURES:
The Company does not have any Holding / Subsidiary / Associate Company and Joint
Venture.
23. 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.
24. 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.
25. 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.
26. 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.
27. 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.
28. 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.
29. 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.
30. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Directors and Key Managerial Personnel of the Company are summarized below:
| Sr. No. |
Name |
Designation |
DIN |
| 1. |
Ms. Payal Patel 2 |
Managing Director |
05300011 |
| 2. |
Ms. Aesha Shah 6 |
Independent Director |
10423365 |
| 3. |
Mr. Pranav Vajani 5 |
Independent Director |
09213749 |
| 4. |
Mr. Digesh Deshaval 4 |
Independent Director |
09218553 |
| 5. |
Mr. Yogesh Rajput |
Chief Financial Officer |
ADSPR1053K |
| 6. |
Mr. Bhumishth Patel 1 |
Managing Director |
02516641 |
| 7. |
Ms. Pushpa Joshi 8 |
Independent Director |
06838093 |
| 8. |
Mr. Narendrakumar Patel |
Non-Executive Director |
07017438 |
| 9. |
Ms. Gitika Mishra 7 |
Company Secretary |
BFIPM7168F |
| 10. |
Mr. Harsh Kothari 3 |
Independent Director |
09310696 |
| 11. |
Ms. Nikita Jain 9 |
Company Secretary |
AINPJ7482L |
1. Mr. Bhumishth Patel had been appointed as Managing Director w.e.f 1st August, 2024
2. Ms. Payal Patel had given resignation from the post of Managing Director w.e.f 1st
August, 2024
3. Mr. Harsh Kothari appointed as Additional Independent Director of the Company w.e.f.
6th September, 2024 and regularized as
Independent Director of the company w.e.f 28th September 2024
4. Mr. Digesh Deshaval resigned from the post of Independent Director of the Company
w.e.f. 6th September, 2024
5. Mr. Pranav Vajani Resigned from the post of Independent Director of the company
w.e.f. 1st October 2024
6. Ms. Aesha Shah has been appointed as Additional Independent Director of company
w.e.f. 1st October 2024 and resigned w.e.f.
31st March 2025
7. Ms. Gitika Mishra Resigned from the post of Company secretary and compliance officer
of the company w.e.f. 28th November
2024
8. Ms. Pushpa Joshi has been appointed as Additional Independent Director of the
company w.e.f. 31st March 2025 and regularized
as Independent Director of the company w.e.f. 3rd June 2025
9. Ms. Nikita Jain has been appointed as Company secretary and compliance officer of
the company w.e.f. 7th June 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.
31. DECLARATION BY INDEPENDENT DIRECTORS:
Ms. Pushpa Joshi and Mr. Harsh Kothari, 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.
32. 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.
33. 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.
34. 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.
35. AUDITORS:
A. Statutory Auditor:
M/s. H Thakkar & Co. LLP, Chartered Accountants, Ahmedabad, (Firm Registration No.
W100891], were appointed as the Statutory Auditor of the Company.
The Auditor's report for the Financial Year ended 31 st March, 2025 has been issued
with an unmodified opinion, by the Statutory Auditor.
The report of the Statutory Auditor has not made any adverse remark in their Audit
Report except:
1. Non-payment of previous years income tax dues of ^67.99 Lacs and previous years TDS
dues of ^36.33 Lacs.
Reply: Outstanding Tax liability will be paid in the current financial year.
2. Debtors outstanding from the opening balance amount to ^75.26 lakhs, primarily
comprising related party transactions. These amounts have been outstanding for a
significant period.
Reply: Payment against the Debtors outstanding from the opening balance will be
received in the current financial year.
3. The Company has reported short-term loans totalling ^2,791.10 lakhs under 'current
Loans,' out of which loan totalling ^2,506.13 lakhs given to nine related parties.
However, the Company has not adhered to the provisions of Sections 177, 185, 188, and 189
of the Companies Act, 2013. Additionally, a sum of ^505.91 lakhs was provided to 5 related
parties, sourced from the Preferential Issue proceeds in FY 2024-25."
Reply: Repayment received against some advance and purchase also received
against some parties in current period.
4. The Company has received a summons from the Securities and Exchange Board of India
(SEBI), dated July 26, 2024, requiring the production of documents for an investigation.
SEBI's investigation relates to concerns that the Company's financial statements may have
been prepared in a manner detrimental to investors and the integrity of the security
market. The Company is in process of providing response to the summons by providing all
requested documents and information to SEBI.
Reply: Documentation as request by the SEBI in the summons has been provided.
5. Furthermore, on November 25, 2024, SEBI issued a Show Cause letter to the Company
regarding the utilization of ^19.21 crore raised through a preferential allotment. The
Company has responded to SEBI, asserting that the funds were utilized for their intended
purpose.
Reply: Proper utilization details along with Documentation has already been
provided to SEBI .
6. We are unable to determine the financial impact of the show cause notice and the
transactions referred to therein on the Company's financial position. Consequently, we are
unable to comment on whether the financial position of the Company presents a true and
fair view.
Reply: Company has challenged SCN of SEBI in Gujarat High Court.
7. The Company has failed to comply with the mandatory requirements of Section 128(5)
of the Companies Act, 2013, and the Proviso to Rule 3(1) of the Companies (Accounts)
Rules, 2014. Specifically, the Company has not implemented accounting software capable of
maintaining a non-disable audit trail, including a comprehensive edit log with date and
time stamps for all modifications to the books of account. Consequently, we are unable to
assess the reliability and accuracy of the audit trail.
Reply: New Audit trail software will be implemented in the current financial
year .
8. Advances amounting to ^1,064.88 lakhs given to suppliers are subject to
confirmation. Hence, we are unable to determine whether any adjustments are necessary and
their potential impact on the financial statements.
Reply: Advance Payment given or purchase against the advance will be returned in
current financial year 2025-26.
9. The Company has received an order from the Goods and Services Tax (GST) department
dated February 2, 2025, pertaining to the financial year 2017-18, for ^655.03 lakhs. Given
that this matter is currently subject to litigation, we are unable to assess the necessity
of any potential adjustments to the financial statements.
Reply: Company file Appeal against the GST Order. Documents will be provided.
10. As of the financial year 2023-24, the Company's books of accounts reflect an
outstanding income tax provision of ^67.99 lakhs.
Reply: Outstanding Tax liability will be paid in the current financial year .
11. Furthermore, according to the Income Tax Department's records, there is a disputed
income tax demand of ^139.99 lakhs, along with associated interest of ^28.35 lakhs, which
are currently unpaid and not recorded in the Company's accounts. Given that these matters
are under litigation, we are unable to assess whether any adjustments to recorded or
unrecorded liabilities or the financial results are necessary.
Reply: Outstanding Tax liability will be paid in the current financial year .
12. Debtors outstanding from the opening balance amount to ^75.26 lakhs, primarily
comprising related party transactions. These amounts have been outstanding for a
significant period. The Company is in the process of reconciliation and obtaining
confirmations; however, these have not been received as of the reporting date.
Consequently, we are unable to quantify the financial impact, if any, on the Company's
financial position.
Reply: Payment against the Debtors outstanding from the opening balance will be
received in the current financial year.
13. The Company has deducted/collected TDS and TCS amounting to ^36.71 lakhs, however,
the amounts remain unpaid to the government and have been outstanding since the opening
balance, including the current year. Consequently, we are unable to determine whether any
adjustments are necessary concerning the recorded liability and its potential impact on
the financial statements.
Reply: Outstanding Tax liability will be paid in the current financial year .
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. Jitendra Parmar, Proprietor of M/s. Jitendra Parmar &
Associates, Practicing Company Secretaries, Ahmedabad (FRN: S2023GJ903900] 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
- III in Form MR-3.
The report of the Secretarial auditor has not made any adverse remark in their Audit
Report except:
1. Compliance of SEBI Circular No: SEBI / HO / DDHS / DDHS - RACPOD1 / P / CIR / 2023 /
172 dated October 19, 2023 i.e. Non filing of Annual Disclosures of Nonapplicability of
Large Corporate for FY 2023-24.
Reply:
The Company does not fall under the criteria specified for classification as a
"Large Corporate" as per the definitions provided in the circular. Therefore,
the requirement to submit the Annual Disclosure in the prescribed format does not arise.
2. The Statutory Auditor appointed to fill a casual vacancy was not regularized by the
members at the General Meeting as required under Section 139 of the Companies Act, 2013.
The Company has taken note of the requirement and will ensure due compliance in future
appointments.
Reply:
The Board of Directors has duly taken note of the said observation. The Board confirms
that the necessary resolution for the regularization of the Statutory Auditor will be
placed before the members for their approval at the ensuing General Meeting. The Board
remains committed to ensuring full adherence to all applicable provisions of the Companies
Act, 2013, and will take appropriate steps to ensure that such procedural oversights do
not recur in the future.
36. DISCLOSURES:
A. Composition of Audit Committee:
During the year under review, meetings of members of the Audit committee as tabulated
below, was held on 27 th May 2024, 6 th September 2024, 1 st October 2024, 21 st January
2025, 3 rd March 2025 and 31 st March 2025 and 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. Pranav Vajani 3 |
Chairperson |
2 |
2 |
| Mr. Digesh Deshaval 2 |
Member |
1 |
1 |
| Ms. Payal Patel 4 |
Member |
1 |
1 |
| Mr. Bhumishth Patel 5 |
Member |
5 |
5 |
| Mr. Harsh Kothari 1 |
Chairperson |
5 |
5 |
| Ms. Aesha Shah 6 |
Member |
4 |
4 |
| Ms. Pushpa Joshi 7 |
Member |
1 |
1 |
1. Mr. Harsh Kothari appointed as Member of the Audit Committee w.e.f. 6th September,
2024 and had change in designation to Chairperson of the Audit Committee w.e.f.1st October
2024
2. Mr. Digesh Deshaval resigned as member of Audit Committee w.e.f. 6th September, 2024
3. Mr. Pranav Vajani resigned as Chairperson of Audit Committee w.e.f. 1st October 2024
4. Ms. Payal Bhumishth Patel resigned from post of member of Audit Committee w.e.f. 1st
August 2024
5. Mr. Bhumishth Patel appointed as member of audit committee w.e.f.1st August 2024
6. Ms. Aesha Patel appointed as member of Audit committee w.e.f. 1st October 2024 and
resigned w.e.f. 31st March 2025
7. Ms. Pushpa Joshi appointed as member of Audit Committee w.e.f. 31st March 2025
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 1 st August, 2024, 6 th September,
2024, 1 st October 2024 and 31 st March, 2025 and 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. Digesh Deshaval 2 |
Chairperson |
1 |
1 |
| Mr. Harsh Kothari 1 |
Chairperson |
3 |
3 |
| Ms. Aesha Shah 4 |
Member |
2 |
2 |
| Mr. Narendrakumar Patel |
Member |
4 |
4 |
| Mr. Pranav Vajani 3 |
Member |
2 |
2 |
| Ms. Pushpa Joshi 5 |
Member |
1 |
1 |
1. Mr. Harsh Kothari appointed as Chairperson of the Committee w.e.f. 6th September,
2024
2. Mr. Digesh Deshaval had resigned as Chairperson of the Committee w.e.f 6th
September, 2024
3. Mr. Pranav Vajani has resigned as member of the Committee w.e.f. 1st October 2024
4. Ms. Aesha Shah appointed as member of the Committee w.e.f. 1st October 2024 and
resigned w.e.f. 31st March 2025
5. Ms. Pushpa Joshi appointed as member of the Committee w.e.f. 31st March 2025
C. Composition of Stakeholders' Relationship Committee:
During the year under review, meetings of members of Stakeholders' Relationship
committee as tabulated below, was held on 6 th 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. Digesh Deshaval 1 |
Chairperson |
N.A |
N.A |
| Mr. Harsh Kothari 2 |
Chairperson |
1 |
1 |
| Mr. Narendrakumar Patel |
Member |
1 |
1 |
| Ms. Payal Patel 3 |
Member |
NA |
NA |
| Mr. Bhumishth Patel 4 |
Member |
1 |
1 |
1. Mr. Bhumishth Patel Appointed as Member of the Committee w.e.f. 1st August, 2024
2. Mr. Digesh Deshaval resigned as Member of the Committee w.e.f. 6th September 2024
3. Mr. Harsh Kothari appointed as member of the committee w.e.f. 6th September 2024
4. Ms. Payal Patel Resigned as Member of the committee w.e.f. 1st August 2024
37. 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
38. 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.
39. 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.
40. 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.
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: INE0JVD01011. Presently shares are held in electronic mode.
42. 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.
43. 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 of |
| A-1106, Empire Business Hub Near AUDA Water Tank, Science |
|
Evoq Remedies Limited |
| City Road, Sola Ahmedabad, Gujarat - 380 060 |
Sd/- |
Sd/- |
|
Narendrakumar Patel |
Bhumishth Patel |
| Place: Ahmedabad |
Director |
Managing Director |
| Date: 26 th August, 2025 |
DIN: 07017438 |
DIN:02516641 |
|