Your Directors here by present the 39th Annual Report together with the Audited statements of Accounts for
the financial year ended on 31st March 2024.

OPERATIONS REVIEW:

During the year under review due to sluggish market condition and faces huge set back. So company did not
generate any revenue from operation but due to some fixed expenses posted net loss of Rs. 14,61,331/-.

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE COMPANY'S AFFAIR:

The Company does not have any significant business activity and not carried out any business during the year
under review.

DIVIDEND:

Considering the loss incurred in the current financial year and accumulated losses, your Directors have not
recommended any dividend for financial year under review.

TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserves for the period under review.

SHARE CAPITAL:

The issued, subscribed and paid up capital of the Company is Rs. 66069000/- divided into 66069000 equity
shares of Rs 1/- each. There has been no change in the share capital of the Company during the year.

DISCLOSURE UNDER SECTION 67 (3) (c) OF THE COMPANIES ACT, 2013:

No disclosure is required under section 67 (3) (c) of the Companies Act, 2013 read with Rule 16(4) of the
Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by the
employees of the Company as the provisions of the said section are not applicable.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company does not have any subsidiary, associate companies & joint ventures.

DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantee or Investments made by your Company under Section 186 of the Companies Act,
2013 during the financial year 2023-24 is enclosed as an Annexure to this Board's Report. During the year
under review, the company has not provided any security falling within in purview of Section 186.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and
were in the ordinary course of the business. There are no materially significant related party transactions
made by the company with Promoters, Key Managerial Personnel or other designated persons which may have
potential conflict with interest of the company at large.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the company have occurred between
the end of financial year to which the financial statements relate and the date of the Directors' Report.

SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN
AND COMPANY'S OPERATIONS:

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts
or tribunals during the year, which may impact the going concern status or company's operations in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As per the provisions of Section 152(6) of the Companies Act, 2013, Mr. Dineshkumar Rathod (DIN:09406871)
shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re¬
appointment as the Director of the Company.

Re-appointment of Independent Directors for a second term:

The Nomination and Remuneration Committee ('NRC') inter-alia, taking into account the knowledge,
experience and the substantial contribution made by Ms. MANISHA PATEL (DIN: 08482812) as independent
directors during her tenure had recommended to the Board that the continued association of Ms. MANISHA
PATEL as an Independent Directors would be beneficial to the Company. Based on NRC recommendation, the
Board recommends her re-appointment as an Independent Director for a second term of 5 consecutive years
commencing up to September 2028. The Board of Directors recommend her re-appointment as an
Independent Director.

Key Managerial Personnel:

As per the provisions of Section 203 of the Companies Act, 2013, Mr. Dineshkumar Rathod, Chief Financial
Officer and Ms. Minal Lakhlani, Company Secretary are the key managerial personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the
Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013.

COMPOSITION OF THE BOARD:

The Company has an optimum mix of Non-Executive and Independent Directors including Woman Director. All
the members of the Board are competent and are persons of repute with strength of character, professional
eminence, having the expertise in their respective disciplines to deal with the management functions of the
company. The composition of the Board of Directors as on date of this report:

# Only Audit Committee and Stakeholders' Relationship Committee has been considered as per Regulation 26
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Name of other listed entities where Directors of the company are Directors and the category of Directorship:

MEETING OF INDEPENDENT DIRECTORS:

The Company's Independent Directors met on 22^nd January 2024 without the presence of the Executive
Director and the Senior Management team. The meeting was attended by majority of Independent Directors
and was conducted to enable the Independent Director to discuss matters prescribed under Schedule IV to the
Act and Regulation 25(3) of the SEBI (LODR) Regulation, 2015.

MEETINGS:

Minimum four pre-scheduled Board meetings are held annually. In case of business exigencies or urgency of
matters, resolutions are passed by circulation. During the year 4 (Four) Board meetings were held. The dates of
the Board Meetings were 04.05.2023, 08.08.2023, 07.11.2023 and 22.01.224.

ATTENDANCE RECORD OF DIRECTORS ATTENDING THE BOARD MEETINGS AND ANNUAL GENERAL
MEETINGS:

None of the Directors hold Directorships in more than 20 companies. Further, any individual director's
directorships in public companies do not exceed 10. None of the Directors is serving as a member of more than
ten committees or as the Chairman of more than five committees across all the public companies of which he
is a Director.

AUDIT COMMITTEE:

The Audit Committee of the company reconstituted and presently comprises of three Directors being Mr.
Dineshkumar Rathod, Mr. Niraj Vaghela and Ms. Manisha Patel.

Terms of Reference:

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the
Company has revised the terms of reference of the Committee. The terms of reference are:

(1) oversight of the company's financial reporting process and the disclosure of its financial information
to ensure that the financial statement is correct, sufficient and credible;

(2) recommendation for appointment, remuneration and terms of appointment of auditors of the
company;

(3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;

(4) reviewing, with the management, the annual financial statements and auditor's report thereon before
submission to the board for approval, with particular reference to:

(a) matters required to be included in the director's responsibility statement to be included in
the Board's report in terms of clause (c) of sub-section (3) of Section 134 of the Act;

(b) changes, if any, in accounting policies and practices and reasons for the same;

(c) major accounting entries involving estimates based on the exercise of judgment by
management;

(d) significant adjustments made in the financial statements arising out of audit findings;

(e) compliance with listing and other legal requirements relating to financial statements;

(f) disclosure of any related party transactions;

(g) modified opinion / Qualification in the draft audit report.

(5) reviewing, with the management, the quarterly financial statements before submission to the board
for approval;

(6) reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other
than those stated in the offer document / prospectus / notice and the report submitted by the
monitoring agency monitoring the utilisation of proceeds of a public issue or rights issue or
preferential issue or qualified institutions placement and making appropriate recommendations to
the board to take up steps in this matter;

(7) reviewing and monitoring the auditor's independence, performance and effectiveness of audit
process;

(8) Formulating a policy on related party transactions, which shall include materiality of related party
transactions;

(9) approval or any subsequent modification of transactions of the listed entity with related parties;

(10) scrutiny of inter-corporate loans and investments;

(11) valuation of undertakings or assets of the company, wherever it is necessary;

(12) evaluation of internal financial controls and risk management systems;

(13) reviewing, with the management, performance of statutory and internal auditors, adequacy of the
internal control systems;

(14) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit

department, staffing and seniority of the official heading the department, reporting structure

coverage and frequency of internal audit;

(15) discussion with internal auditors of any significant findings and follow up there on;

(16) reviewing the findings of any internal investigations by the internal auditors into matters where there

is suspected fraud or irregularity or a failure of internal control systems of a material nature and

reporting the matter to the board;

(17) discussion with statutory auditors before the audit commences, about the nature and scope of audit
as well as post-audit discussion to ascertain any area of concern;

(18) to look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;

(19) to review the functioning of the whistle blower mechanism;

(20) approval of appointment of Chief Financial Officer (i.e. the whole time Finance Director or any other
person heading the finance function or discharging that function) after assessing the qualifications,
experience and background, etc. of the candidate;

(21) reviewing the utilization of loans and/or advances from/investment by the holding company in the
subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower
including existing loans / advances / investments existing as on the date of coming into force of this
provision;

(22) to review the compliance with the provisions of Regulation 9A of Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015 at least once in a financial year and to verify
that the systems for internal control are adequate and are operating effectively;

(23) To consider and comment on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholders;

(24) to carry out any other function as is mentioned in the terms of reference of the Audit Committee.

Audit Committee shall mandatorily review the following information:

(1) management discussion and analysis of financial condition and results of operations;

(2) management letters / letters of internal control weaknesses issued by the statutory auditors;

(3) internal audit reports relating to internal control weaknesses; and

(4) the appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to
review by the audit committee;

(5) statement of deviations:

(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations;

(b) annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations.

In addition to the above, the Audit Committee discharges all such other duties and functions generally
indicated under the SEBI Listing Regulations, the Companies Act, 2013 and the Rules made thereunder.

Attendance at the Audit Committee Meetings: During the year the Audit Committee met 4 times on
04.0.2023, 08.08.2023, 07.11.2023 and 22.01.224. attendance of the members as under:

NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee has been constituted as per the provisions of Section 178(1) of the
Companies Act, 2013 to review and to recommend the remuneration payable to the Executive Directors and
Senior Management of the Company based on their performance and defined assessment criteria.

Nomination and Remuneration Committee of the Company reconstituted and presently comprises of three
Directors being Mr. Dineshkumar Rathod, Mr. Niraj Vaghela and Ms. Manisha Patel.

The terms of reference of the Committee:

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the
Company has revised the terms of reference of the Committee. The revised terms of reference are:

(1) formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the board of directors a policy relating to, the remuneration of the directors,
key managerial personnel and other employees;

(1A) For every appointment of an independent director, the Nomination and Remuneration Committee
shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such
evaluation, prepare a description of the role and capabilities required of an independent director. The
person recommended to the Board for appointment as an independent director shall have the
capabilities identified in such description. For the purpose of identifying suitable candidates, the
Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates

(2) formulation of criteria for evaluation of performance of independent directors and the board of directors;

(3) devising a policy on diversity of board of directors;

(4) identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down and recommend to the board of directors their
appointment and removal;

(5) whether to extend or continue the term of appointment of the independent director, on the basis of the
report of performance evaluation of independent directors;

(6) recommend to the board, all remuneration, in whatever form, payable to senior management;

(7) to administer and supervise Employee Stock Options Schemes (ESOS) including framing of policies related
to ESOS and reviewing grant of ESOS;

(8) To review HR Policies and Initiatives;

(9) Carrying out any other function as is mentioned in the terms of reference of the Nomination and
Remuneration Committee.

In addition to the above, Nomination and Remuneration Committee discharges such duties and functions
generally indicated under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Companies Act, 2013 and Rules made thereunder.

Composition of Nomination and Remuneration Committee, number of Meetings held and participation at
the Meetings during the year: During the year the Committee met one time on 22.01.2024 and all committee
members present at the meeting.

Nomination and Remuneration Policy:

The Committee is in process of formulating Nomination and Remuneration Policy which determines criteria
inter-alia qualification, positive attributes and independence of Directors for their appointment on the Board
of the Company and payment of remuneration to Directors, Key Managerial Personnel and other Employees.
The Committee shall consider the following attributes / criteria, whilst recommending to the Board the
candidature for appointment as Director.

- Qualification, expertise and experience of the Directors in their respective fields;

- Personal, Professional or business standing;

- Diversity of the Board

In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the performance
evaluation of the Director and his engagement level.

REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

No Directors/ Key Managerial Personnel are drawing any remuneration. Hence, the information required
pursuant to Section 197 read with Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules,
2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the
Company for the Financial year is not given.

STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Board of Directors of the Company has set up 'Stakeholders Relationship Committee' in order to align it
with the provisions of Section 178 of the Companies Act, 2013. The Committee has been constituted to
strengthen the investor relations and to inter-alia, look into issues relating to shareholders grievances
pertaining to transfer of shares, non- receipt of declared dividends, non-receipt of Annual Report, issues
concerning de-materialization etc.

This committee reconstituted and presently comprises of three Directors being Mr. Dineshkumar Rathod, Mr.

Niraj Vaghela and Ms. Manisha Patel. One committee meeting held on 22.01.2024 and present all respective

member of committee.

Terms of reference of the Committee:

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the

Company has revised the terms of reference of the Committee. The revised terms of reference are:

(1) resolving the grievances of the security holders of the company including complaints related to
transfer/transmission of shares, nonreceipt of annual report, non-receipt of declared dividends, issue
of new/duplicate certificates, dematerialization / rematerialization of Shares and debentures, general
meetings etc;

(2) review of measures taken for effective exercise of voting rights by shareholders;

(3) review of adherence to the service standards adopted by the company in respect of various services
being rendered by the Registrar and Share Transfer Agent;

(4) review of the various measures and initiatives taken by the company for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory
notices by the shareholders of the company;

(5) to look into the reasons for any defaults in the payment to the Depositors, Debenture holders,
Shareholders (in case of non-payment of declared dividends) and Creditors;

(6) carrying out any other function as is mentioned in the terms of reference of the Stakeholder's
Relationship committee.

Details of Complaints / Queries received and redressed during 1st April, 2023 to 31st March, 2024:

BOARD EVALUATION:

Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013 the Board has carried out
an evaluation of its own performance, the directors individually as well as the evaluation of the working of its
Audit, Appointment & Remuneration Committees. The performance evaluations of Independent Directors
were also carried out and the same was noted. Independent Directors in their meeting decided to bring more
transparency in their performance and bring more responsibility while taking any policy decisions for the
benefit of the shareholders in general.

AUDITORS AND AUDITORS' REPORT:

M/s. Bipin & Co., Chartered Accountants, Vadodara (FRN 101509W), Statutory Auditors of the Company to
hold office from the conclusion this AGM until the conclusion of the next AGM.

The observations made by the Auditors' in their Auditors' Report and the Notes on Accounts referred to in the
Auditors' Report are self-explanatory and do not call for any further comments.

COST AUDITOR AND COST AUDIT REPORT:

Cost Audit is not applicable to your Company.

INTERNAL CONTROL SYSTEMS:

As there is no significant business activities hence there was no systems set up for Internal Controls.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the Annual Return as on
31st March 2024 is available on the website of the Company at www.amerisebiosciencesltd.shop.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes
discussion on matters as required forming part of this report is annexed herewith.

SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. Daksha Negi &
Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit
report in the prescribed Form No MR-3 is annexed herewith.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 a certificate obtain from Practicing Company Secretary that none of the
Directors on the Board of the Company for the Financial Year ended on 31st March, 2024 has been debarred
or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange
Board of India, the Ministry of Corporate Affairs, or any such other Statutory Authority.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiative under the
provisions of Section 135 of the Companies Act, 2013, read with Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014, as the said provisions are not applicable.

QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not required to be given as there
were no employees coming within the purview of this section.

CORPORATE GOVERNANCE REPORT:

Pursuance of Regulation 15 (2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015,
the compliance with the corporate governance provisions shall not applicable in respect of:

a. the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not
exceeding rupees twenty five crore, as on the last day of the previous financial year;

b. the listed entity which has listed its specified securities on the SME Exchange.

Accordingly the paid up capital and net worth is below the prescribed limit for mandatory applicability of
Corporate Governance clause. The Company has decided not to opt for compliance of Regulation 27 (2) of SEBI
(LODR) Regulation, 2015 for the time being.

TECHNOLOGY ABSORPTION AND 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 Rule, 8 of The Companies (Accounts) Rules, 2014, are not
applicable to Company, as our Company has not carried out in the manufacturing activities. The foreign
exchange earnings on account of the operation of the Company during the year was Rs. Nil.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, shall state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation by way of notes to accounts relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of the profit or loss of the
Company for that period;

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

e) Directors have prepared the accounts on a "going concern basis".

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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013: The Company has zero tolerance for sexual harassment at workplace and has
adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company
has not received any sexual harassment related complaints during the year.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE
5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment &
Remuneration) Rules, 2014, every Listed Company mandates to disclose in the Board's Report the ratio of
the remuneration of each director to the permanent employee's remuneration. However, since there is no
permanent employee in the Company, no disclosure under the said provision has been furnished.

BUSINESS RISK MANAGEMENT:

Since the Company does not have any significant business activities, hence the Business Risk is at the Minimal
Level. Hence, no major risk factors are envisaged except for:

a. Government Policies

b. Human Resource Risk

VIGIL MECHANISM:

As the Company does not have any significant business activity, there was no need to have a Vigil Mechanism
Policy.

GENERAL:

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as
there were no transactions or applicability pertaining to these matters during the year under review:

i) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

ii) Payment of remuneration or commission from any of its subsidiary companies to the Managing
Director/ Whole Time Director of the Company.

iii) Voting rights which are not directly exercised by the employees in respect of shares for the
subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to
which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies
Act, 2013).

iv) Details of any application filed for corporate insolvency under Corporate Insolvency Resolution
Process under the Insolvency and Bankruptcy Code, 2016.

v) One time settlement of loan obtained from the banks or financial institutions.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received
from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also
wish to take on record their deep sense of appreciation for the committed services of the employees at all
levels, which has made our Company successful in the business.

For and on Behalf of the Board
For, AMERISE BIOSCIENCES LIMITED

Place: Ahmedabad
Date: 06.08.2024

NIRAJ VAGHELA DINESHKUMAR RATHOD

Director Wholetime Director

DIN: 09096576 DIN: 09406871