Dear Members

Your Directors have pleasure in presenting the 10^th Annual Report of yourCompany together with the Audited Financial Statements of Accounts for the financial yearended 31^stMarch 2022.

I. FINANCIAL RESULTS:

The audited financial statements of the Company as on 31^stMarch 2022 areprepared in accordance with the relevant applicable Ind. AS and Regulation 33 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI Listing Regulations") and the provisions of theCompanies Act 2013 ("Act").

The summarized financial highlight is depicted below:

(In Lakhs)

II. STA TE OF COMPANY'S AFFAIR:

During the year under review the company has made a net profit and the management isoptimizing that the growth of the company will be on better track and doing well in theupcoming Financial Year. As the Company has good orders in hand and Directors of yourcompany are expecting to achieve much more net profit in coming Financial Years incomparing to the Previous Financial Year.

Further in view of financial aspects the position of the company is better thanearlier and is competent to complete the order in hand in easy and smooth manner.

III. DIVIDEND:

No dividend is being recommended by the Board of Directors for the year ended on 31^stMarch 2022as the Company has limited profit and the Board finds it better tore-invest for further growth..

IV. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provision of Section 125 of the Companies Act 2013 is not applicable to theCompany.

V. ADDITION IN THE NA TURE OF COMPANY'S BUSINESS:

During the year under review there was nochange in the nature of the business of theCompany.

VI. CHANGE IN THE SHARE CAPITAL OF THE COMPANY:

During the year under review there was no change in the share capital of the Company

VII. SUBSIDIARIES JOINT VENTURES AND ASSOCIA TE COMPANIES:

The Company does not have any Subsidiary Joint venture or Associate Company.

VIII. PUBLIC DEPOSITS:

During the year under review the Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force). Hence the requirement for furnishing thedetails of deposits which are not in compliance with Chapter V of the Act is notapplicable.

IX. MATERIAL CHANGES AND COMMITMENT:

No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report.

X. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the period under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.

XI. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

There are no significant material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

XII. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

During the year the Company has not given any guarantee or provided security inconnection with the loan to any other body corporate or person or made any investments.

XIII. RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large.

XIV. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 is given in the Statement annexed herewith as "Annexure-A".

XV. SECRETERIAL STANDARDS

The Directors states that applicable Secretarial Standards i.e. SS-1 & SS-2 hasbeen duly followed by the Company.

XVI. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

[A] Consumption Of Energy & Technology Absorption:

The details as required under Section 134 (3) (m) of the Companies Act 2013 inrespect of Conservation of Energy Technology Absorption are provided in "Annexure-B" of this report.

[B] Foreign Exchange Earning &Outgo :

Foreign Exchange Earning: Rs. 496490/-( Value of exports in FOB Basis)

Foreign Exchange Outgo : NIL

XVII. REGISTRAR AND SHARE TRANSFER AGENT OF THE COMPANY:

M/s. Big Share Services Pvt. Ltd. is its registrar and share transfer agent of theCompany.

XVIII. PROFILE OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT

As required under regulation 36(3) of SEBI (LODR) 2015 particulars of the Directorsretiring and seeking reappointment at the ensuing Annual General Meeting is annexed to thenotice convening 10^th Annual General Meeting.

XIX. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Composition of Board

*Mr. Vinay Rajnikantbhai Patel has been ceased to be a Chief Executive Officer ('CEO')of the company w.e.f .15.05.2022.

ii. Key Managerial Personnel:

Pursuant to the provision of section 203 of the Companies Act2013 ( 'the Act') Mr.Ritesh Patel (Managing Director) Mr. Vinay Rajnikantbhai Patel (Whole Time Director)Mr. Uday C. Shah (CFO) & Mr. Pranavkumar Patel (Company Secretary) are the keymanagerial personnel's of the company as on 31.03.2022.

• Change in Key Managerial Personnel;

iii. Appointment/Resignation of Directors

During the year there was no appointment/resignation of director of the company.

iv. Retirement by rotation and subsequent re-appointment:

Mr. Vinay R. Patel (DIN: 08377751) is liable to retire by rotation at the ensuing AGMpursuant to the provisions of Section 152 of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 and the Articles ofAssociation of Company and being eligible have offered himself for reappointment.Appropriate resolutions for the re-appointment are being placed for your approval at theensuing AGM. The brief resume of the Directors and other related information has beendetailed in the Notice convening the 10^thAGM of your Company.

v. Declaration from Independent Directors and Independent Directors Meeting

All the Independent Directors of the Company have given their declarations stating thatthey meet the criteria of independence as prescribed under the Section 149(6) of theCompanies Act 2013 ('the Act') disclosures review financial statements internal auditreports related party transactions financial and risk management policies auditorsqualifications compliance with Accounting Standards etc. and oversee compliance withStock Exchanges and legal requirements concerning financial statements and fixation ofaudit fee as well as payment for other services etc.

The Independent Directors met on 25^th February 2022 to discuss theperformance evaluation of the Board Committees Chairman and the individual Directors.

The Independent Directors reviewed the performance of the non-independent Directors andBoard as a whole. The Performance of the Chairman taking into account the views ofExecutive Directors and non-executive Directors and assessed the quality quantity andtimeline of flow of inform action between Company management and Board

vi. Evaluation of Board's Performance:

Pursuant to the provisions of the Companies Act 2013 read with the Rules issuedthereunder and the Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force) the process for evaluation of the annualperformance of the Directors/ Board/ Committees was carried out.

XX. NUMBER OF MEETINGS OF THE BOARD

The Company had conducted 7 (Seven) Board meetings during the financial year 2021-22on:04^th May 2021 26^th June 2021 24^th August. 2021 16^thSeptember 2021 27^th October 2021 24^th December 2021 and 25^thFebruary 2022.

XXI. DIRECTOR'S RESPONSIBILITY STA TEMENT:

Pursuant to Section 134 (5) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) for the time being in force) the Directors of ourCompany confirm that:

a) In the preparation of the annual accounts for the financial year ended 31^stMarch 2022 the applicable Accounting Standards and Schedule III of the Companies Act2013 (including any statutory modification(s) or re-enactment(s) for the time being inforce) have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at 31^stMarch 2022 and ofthe profit and loss of the Company for the financial year ended 31^st March2022;

c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 (including anystatutory modification(s) or re-enactment(s) for the time being in force) for safeguardingthe 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 thecompany and that such internal financial controls are adequate and were operatingeffectively;

f) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

XXII. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read withRule 12 of the Companies (Management and Administration) Rules 2014 Annual Return of theCompany as at 31st March 2022 is available on the website of the Company at https://www.felixindustries.co

XXIII. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

[A] AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013;

• Composition:

The details of composition of Audit Committee are as follows:

The Audit Committee had 05 (Five)meetings 04^th May 2021 26^thJune2021 16^th September 2021 27^th October 2021 24^thDecember 2021 and 25^th February 2022 during the financial year under review.

> Terms of reference:

The broad terms of reference of the Audit Committee are as under:

• Reviewing of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible.

• Recommending the appointment remuneration and terms of appointment of externalAuditor.

• Review and monitor the auditor's independence and performance and effectivenessof audit process.

• Approval or any subsequent modification of transactions of the company withrelated parties

• Scrutiny of inter-corporate loans and investments

• Valuation of undertakings or assets of the Company wherever it is necessary.

• Monitoring the end use of funds raised through public offers and relatedmatters.

• Reviewing with management the Annual financial statements and half yearly andQuarterly financial results before submission to the Board.

• Reviewing periodically the adequacy of the internal control system.

• Discussions with Internal Auditor on any significant findings and follow upthere on.

[B] NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to theprovisions of Section 178 of the Companies Act 2013.

> Composition

The details of composition of Nomination and Remuneration Committee are as follows:

The Nomination & Remuneration Committee had 02 meeting 26^thJune 2021and 16^th September 2021during the financial year under review.

> Terms of reference:

The broad terms of reference of the Nomination and Remuneration Committee are as under:

• Formulation of the criteria for determining the qualifications positiveattributes and independence of Director;

• Devising a policy on Board diversity;

• Formulation of Remuneration policy;

• Review the structure size and composition of the Board;

• Identifying and selection of candidates for appointment as Directors;

• Identifying potential individuals for appointment as Key Managerial Personneland Senior Management;

• Formulation of criteria for evaluation of Independent Directors and the Board.

The Board has on the recommendation of Nomination and Remuneration Committee framed apolicy on director's appointment and remuneration of Directors including criteria fordetermining qualification positive attributes independence of directors and remunerationfor directors Key Managerial Personnel and other employees. The policy is annexed to thisreport as "Annexure-D"

[C] STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of Directors was constituted pursuant to theprovisions of Section 178(5) of the Companies Act 2013.

The composition of the Audit Committee is in conformity with the provisions of the saidsection.

> Composition:

The details of composition of Stakeholders Relationship Committee shall comprise;

The Stakeholder Relationship Committee had 01 (One) meeting 27^th October2021during the financial year under review.

> Terms of reference:

• Efficient transfer of shares; including review of cases for refusal of transfertransmission of shares;

• Redressal of shareholder and investor complaints like transfer of Sharesnon-receipt of balance sheet non-receipt of declared dividends etc.;

• Issue duplicate/split/consolidated share certificates;

• Dematerialization/Rematerialization of Share;

• Review of cases for refusal of transfer / transmission of shares and debentures;

• Reference to statutory and regulatory authorities regarding investor grievancesand to otherwise ensure proper and timely attendance and Redressal of investor queries andgrievances; and

• Such other matters as may be required by any statutory contractual or otherregulatory requirements to be attended to by such committee from time to time.

> Details of Investor's grievances/ Complaints:

The Company has not received any complaints during the year. The pending complaints ofthe Shareholders/Investors registered with SEBI at the end of the current financial yearended on 31^st March 2022 are NIL.

> Compliance Officer :

Mr.Pranavkumar Patel is the Compliance Officer of the Company for the above purpose.

XXIV. AUDITORS:

[A] Statutory Auditors:

M/s. S.N Shah & Associates Chartered Accountants Ahmedabad was appointed for F.Y.2016-17 in casual vacancy vide EGM dtd. 11.04.2017 upto conclusion of 4^thAnnual General Meeting and further the same wasre-appointed as Statutory Auditors of thecompany from the conclusion of Fifth (5^th) Annual General Meeting till theconclusion of Tenth (10^th) Annual General Meeting of the company for furtherperiod of5 (five) years effective form conclusion of 5^thAnnual General Meetingof the company until the conclusion of 10^th Annual General Meeting at suchremuneration as mutually decided with Board of Directors of the Company.

M/s. S.N Shah & Associates Chartered Accountants completing their first term asthe Statutory Auditors of the Company at this AGM. In accordance with Section 139(2) ofthe Act and the transitional provisions provided under the Companies (Audit and Auditors)Rules 2014 M/s S.N Shah & Associates are eligible for re-appointment for anotherterm of 4 years. Previously M/s. S.N Shah & Associates Chartered Accountants wasappointed as Statutory Auditors for a period of 5 year(s)from the conclusion of Fifth(5th) Annual General Meeting till the conclusion of Tenth (10th) Annual General Meeting ofthe Companyand now proposed to re-appointed as Statutory Auditors of the Company forsecond term 4 years from conclusion of Tenth (10th) Annual General Meeting to hold theoffice till the conclusion of Fifteen (14th) Annual General Meeting of the Company.Pursuant to the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 The consent of M/s. S.N Shah & AssociatesChartered Accountants Ahmedabad along with certificate under Section 139 of the Act hasbeen obtained to the effect that their re-appointment if made shall be in accordancewith the prescribed conditions and that they are eligible to hold the office ofAuditors ofthe Company.

There are no qualifications reservations or adverse remarks made by M/s. S.N Shah& Associates Chartered Accountants the Statutory Auditors of the Company in theirreport.

The observations made by the Statutory Auditors in their report for the financialperiod ended 31^st March 2022 read with the explanatory notes therein areselfexplanatory and therefore do not call for any further explanation or comments fromthe Board under Section 134(3) of the Companies Act 2013.

• Further the Statutory Auditors' of the Company has put one matter underEMPHASIS OF MATTER and pointed out that the Financial Statement of the Company contains aNotes No. 29(e) relating to the non-provision for doubtful debts amounting to Rs.7670214/- (Previous year Rs. 17670214/-).

Board Clarification to Auditors' EMPHASIS OF MATTER:

The Board of Your Company would like to clarify that the Company is pursuing thematters with the parties to whom such amount is outstanding since long and looking to thefuture business opportunity the Company has yet not considered to have any legal actionagainst them. In view of the management of the Company it is most likely that the Companywill be able to recover the amount from the doubtful debtors and hence the Company has notmade any provision against the doubtful debts of Rs. 7615214/- The said amount belongsto the period pre-Initial Public Offer (IPO) of the Company. The Board will again accessthe possibilities of recovery and if required might consider for provision of Doubtfuldebts in coming Financial Years.

[B] Cost Auditor:

As the cost audit is not applicable to the Company therefore the Company has notappointed the Cost Auditor pursuant to Section 148 of the Companies Act 2013 read withthe Companies (Cost Records and Audit) Amendment Rules 2014.

[C] Internal Auditor

During the year the company has appointed M/s. DNP & Associates CharteredAccountants as an Internal Auditor of the company for the F.Y 2020-21w.e.f 09^th November2020. They resigned and M/s Dang Sharma Maheshwari & Co LLP Chartered Accountantswere appointed as an Internal Auditor pursuant to the provision of section 138 ofCompanies Act 2013 read with rule 13 of the Companies (Accounts) Rule 2014 and otherapplicable provisions (including any modification or enactment thereof) if any of theCompanies Act w.e.f. 09^thNovember 2021for the financial year 2020-21 &2021-22.

Further the Company has appointed M/s. Nishant Sharma &Associates CharteredAccountants (FRN : 143868w) as an Internal Auditors of the Company for the Financial Year2022-23.

[D] Secretarial Auditor:

The Company has appointed the M/s Vishwas Sharma & Associates Company SecretariesAhmedabad as Secretarial Auditor to conduct secretarial audit pursuant to the provisionsof Section 204 of the Companies Act 2013. The secretarial audit of the Company has beenconducted on a concurrent basis in respect of the matters as set out in the said rules andSecretarial Audit Report given by M/s. Vishwas Sharma & Associates CompanySecretaries Secretarial Auditor of the Company forms part of this report and is marked as"Annexure-F".

There are no qualifications reservations or adverse remarks made by M/s. VishwasSharma & Associates Company Secretaries Secretarial Auditor of the Company in theirreport except the one as produced herein;

- Mr. Kashyap Hasmukhlal Shah (DIN: 00169746) Independent director of the company hasbeen registered in Independent Directors Databank on 12th February 2020. Hence he wasrequired to clear online proficiency selfassessment test on or before 11th February 2022.However the said online - proficiency self-assessment test had not been attempted by himwithin the prescribed time limit. Therefore as per the recent amendments to the Companies(Appointment and Qualification of Directors) Second Amendment Rules 2022 published on10th June 2022 he has taken extension of one year for passing the self-assessment test

Board Clarification to Secretarial Auditors' observation:

The Board of Your Company would like to clarify that the Company has approached to Mr.Kashyap Hasmukhlal Shah (DIN: 00169746) Independent director of the company to appearand/or attempt for the online proficiency self-assessment test on or before 11th February2022 but due to his very busy schedule in those days he could not appear for the saidtest. The Board decided to continue him as an Independent Director as his term forIndependent Director was not completed and started searching another Independent Directorin place of Mr. Kashyap Hasmukhlal Shah (DIN: 00169746) on completion of his term ofappointment. It is further to be noted that before completion of his term there was oneamendment came into effect in the Companies (Appointment and Qualification of Directors)Second Amendment Rules 2022 published on 10th June 2022 whereby extension of one yearfor passing the selfassessment test was provided and hence now Mr. Kashyap Hasmukhlal Shah(DIN: 00169746) has got more time of 1 year to clear online proficiency self-assessmenttest.

[E] Reporting of Fraud by Auditors

During the year under review the Statutory Auditors and Secretarial Auditor have notreported any instances of fraud committed against the Company by its officers or employeesto the Audit Committee or the Board under section 143(12) of the Act.

XXV. INSURANCE :

Your Company has taken appropriate insurance for all.

XXVI. CORPORTAE GOVERNANCE

Your Company has been complying with the principals of good Corporate Governance overthe years and is committed to the highest standards of compliance. Pursuant to regulation15(2) of the SEBI (LODR) Regulations 2015 the compliance with the corporate governanceprovisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C D and E of schedule V shall not apply to the listed entity which haslisted its specified securities on the SME Exchange and as your Company is listed on SMEexchange of NSE i.e. NSE Emerge

Therefore the Regulations relating to Corporate Governance are not applicable to theCompany.

XXVII. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition &Redressal) Act 2013 and rules made there under your Company hasconstituted Internal Complaints Committee (ICC) which is responsible for redressal ofcomplaints related to sexual harassment. The ICs includes external members with relevantexperience. The ICs presided by senior women conduct the investigations and makedecisions at the respective locations. The ICs also work extensively on creating awarenesson relevance of sexual harassment issues including while working remotely.

Your Directors declared and confirm that during the year under review there is nocase filed under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. All new employees go through a detailed personal orientation onanti-sexual harassment policy adopted by the Company.

XXVIII. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company believes in the conduct of its affairs in a fair and transparent manner tofoster professionalism honesty integrity and ethical behavior in its employees &stakeholders. The Company has adopted a Whistle Blower Policy as a part of vigilmechanism. The said policy is available on the website of the company www.Felixindustries.co.

Also the Code of Business Conduct (Code) lays down important corporate ethicalpractices that shape the Company's value system and business functions and representscherished values of the Company.

XXIX. CORPORA TE SOCIAL RESPONSIBILITY (CSR):

The provision of section 135(1) of Companies Act 2013 i.e. Corporate SocialResponsibility is not applicable on the company. Therefore the company has not constitutedCSR committee.

XXX. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2) (e) of the Listing Regulations is given as an"Annexure-E" to this report.

XXXI. DIRECTOR'S DISQUALIFICATION

All the directors of the Company have confirmed that they are not disqualified frombeing appointed as directors in terms of Section 164 of the Companies Act 2013.

XXXII. RISK MANAGEMENT:

The Company does not have any Risk Management Policy or any statement concerningdevelopment and implementation of risk management policy of the company as the elements ofrisk threatening the Company's existence are very minimal.

XXXIII. PANDEMIC AND COVID -19

During the year there was second wave of COVID-19 outbreak we have also provided workfrom home facilities to our employees during the period and some of them at workplacealso. Further all the safety measures were taken and medical support was available withinthe premisesonce the company was started. Physical and emotional well being and financialsupport was provided to the employees by the management.

XXXIV. INSOLVENCY AND BANKRUPTCY CODE :

During the Financial Year ended on March 31^st 2022 there is no applicationmade or any- proceeding pending under the Insolvency and Bankruptcy Code 2016.

XXXV. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OFONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not applicable during the year under review.

XXXVI. GENERAL:

Your Company has not issued any equity shares with differential rights as to dividendvoting or otherwise and your Company does not have any ESOP scheme for its employees.

XXXVII. Acknowledgement:

Your directors take this opportunity to express their sincere appreciation to theshareholders customers bankers suppliers and other business associates for theexcellent support and cooperation extended by them.

Your directors gratefully acknowledge the ongoing co-operation and support provided bythe Central and State Governments Stock Exchanges SEBI RBI and other Regulatory Bodies.