Directors Report of Aayush Wellness Ltd.

Mar 31, 2025

The Board are pleased to present the 41^th Annual Report of the company together with the Audited Financial
Statement for the financial year ended as on March 31, 2025.

FINANCIAL INFORMATION:

fAll amounts in INR Lakhs''

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations and Other Income	7338.60	83.92	7338.60	83.92
Expenses	7001.11	24.69	7001.11	24.69
Profit (Loss) before Exceptional and Extra Ordinary Items and Tax	337.49	59.23	337.49	59.23
Less: Exceptional Items	-	-	-	-
Less: Extra Ordinary Items	-	-	-	-
Profit before Tax	337.49	59.23	337.49	59.23
Less: Current Tax	9.00	0.99	9.00	0.99
Less: Deferred Tax Liability	8.10	1.05	8.10	1.05
Profit after Taxation	336.58	57.18	336.58	57.18

REVIEW OF OPERATIONS:

During the year under review, gross annual revenue stands at Rs. 7338.60 lakhs as compared to Rs. 83.92 lakhs
for previous year. Profit before tax stands at Rs. 337.49 lakhs as compared to Profit of Rs. 59.23 lakhs in previous
year. Profit after tax stands at Rs. 336.58 lakhs as compared to Profit of Rs. 57.18 lakhs in previous year.

DIVIDEND:

During Financial year 2024-25, your Company paid an interim dividend of Rs. 0.01/- (One paisa only'' per equity
share having face value of Re. 01/- (Rupee One only'' each, for the quarter ended December 31, 2024.

Further Board of Directors at their meeting held on July 30, 2025 declared interim dividend of Rs. 0.025/- (Two
and half paisa only'' per equity share having face value of Re. 01/- (Rupee One only'' each, for the quarter ended
June 30, 2025.

TRANSFER TO RESERVES:

The Company did not transfer any amount to Reserves during the year under consideration.

SHARE CAPITAL:

Authorized Share Capital:

The Authorized Share Capital of the Company as on March 31, 2025, stood at Rs. 9,00,00,000/- (Rupees Nine
Crores Only'' divided into 9,00,00,000 (Nine Crores'' equity shares of Rs. 01/- (Rupees One'' each.

During the year, the Company enhanced its Authorized Share Capital in two phases

• From Rs. 3,50,00,000/- (Rupees Three Crores Fifty Lakhs only'' to Rs. 7,00,00,000/- (Rupees Seven Crores
only'', pursuant to the approval of shareholders by way of Special Resolution passed through postal ballot
on July 23, 2024.

• Subsequently, from Rs. 7,00,00,000/- (Rupees Seven Crores only) to Rs. 9,00,00,000/- (Rupees Nine Crores
only), through a Special Resolution passed via postal ballot on October 29, 2024.

Issued, Subscribed and Paid-up Capital:

The Issued, Subscribed, and Paid-up Equity Share Capital of the Company as on March 31, 2025, stood at Rs.
4,86,71,699/- Rupees Four Crore Eighty-Six Lakh Seventy-One Thousand Six Hundred and Ninety-Nine only,
comprising 4,86,71,699 (Four Crore Eighty-Six Lakh Seventy-One Thousand Six Hundred and Ninety-Nine)
equity shares of face value ^1/- (Rupee One) each.

During the year under review:

• The Board of Directors at their meeting held on June 19, 2024 approved a stock split of 1 (One) equity share
of face value ^10/- (Rupees Ten only) into 10 (Ten) equity shares of face value ^1/- (Rupee One only) each.
The same was approved by the shareholders through a Special Resolution passed via postal ballot concluded
on July 23, 2024.

• At its meeting held on October 29, 2024, the Board of Directors approved and recommended the issuance of
Bonus Shares in the ratio of 1:2, i.e., 1 (One) fully paid-up equity share for every 2 (Two) existing equity
shares of face value ^1/- each. This proposal was subsequently approved by the shareholders through an
Ordinary Resolution passed via postal ballot concluded on December 01, 2024.

• In the same meeting, the Board also approved a proposal for raising funds through a Rights Issue of equity
shares having face value ^1/- (Rupee One only) each, for an amount not exceeding ^49,90,00,000/- (Rupees
Forty-Nine Crores Ninety Lakhs only).

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, the Annual Return as on 31^st March
2025 will be available on the Company''s website with in stipulated period of time.

PUBLIC DEPOSIT:

The Company has not accepted any deposits from the public falling within the purview of Section 73 of the Act
read with the Companies (Acceptance of Deposit) Rules, 2014 during the year. Neither there was any public
deposit outstanding as at the beginning or end of the year ended on March 31, 2025.

SUBSIDIARIES. IOINT VENTURE OR ASSOCIATE COMPANIES:

During the year under review, the following companies has incorporated as wholly owned subsidiaries (WOS) of
the Company:

Sr. No.	Name of Company	Relationship	Change	Effective Date
1.	AAYUSH HEALTHSCIENCES PRIVATE LIMITED	WOS	Incorporated	November 07, 2024
2.	AAYUSH WORLDWIDE PRIVATE LIMITED	WOS	Incorporated	January 04, 2024
|3.	AAYUSH LABS PRIVATE LIMITED	WOS	Incorporated	August 26, 2025
4.	AAYUSH VENTURES PRIVATE LIMITED	WOS	Incorporated	August 27, 2025

A report containing the salient features of the subsidiaries as required under Section 129(3) of the Companies
Act 2013 has been annexed herewith in AOC - 1 and is attached as Annexure- 1 to this report.

The Company does not have Joint Venture or Associate Company.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the financial year were on an arm''s length basis, in
the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing
Regulations. There were no materially significant Related Party Transactions made by the Company during the
year that would have required Shareholder approval under the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of
the Audit Committee is obtained for the transactions which are repetitive in nature, whenever required. A
statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly
basis, specifying the nature, value and terms and conditions of the transactions.

Further, the details of the related party transactions as required under Section 134(3)(h) r/w Rule 8 (2) of the
Companies (Accounts) Rules, 2014 and under Regulations 34(3) & 53(f) of Para A of Schedule V of SEBI (LODR)
Regulations, 2015 are provided in Form AOC - 2 given as Annexure - 2 of Board''s Report.

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

The company has made the necessary disclosures in this Report in terms of section 134 (3)(m) of the Companies
Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014. The company has always strived to
optimize energy consumption. Details of the same is enclosed as Annexure - 3.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the Regulation 34 read with Schedule V of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, Management Discussion and Analysis report covering details of Risks and Concerns, Internal
Control Systems and their Adequacy, Discussion on Financial Management''s Performance etc. for the year under
review is set out in this Annual Report as Annexure - 4.

CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
compliance with the corporate governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21,22, 23,
24, 24A, 25, 26, 27 and 46 and para C, D and E of Schedule V shall not apply, in respect of the listed entity having
paid up equity share capital not exceeding rupees ten crores and net worth not exceeding rupees twenty five
crore, as on the last day of the previous financial year.

Thus, due to non-applicability, a separate report of Corporate Governance has not been provided in this Annual
report.

CORPORATE SOCIAL RESPONSIBILITY:

The conditions prescribed in the Section 135 of the Companies Act, 2013, which mandates the Company to
constitute a Corporate Social Responsibility Committee are not applicable to the Company and hence it is not
required to formulate policy on Corporate Social Responsibility.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

The information required pursuant to Section 197(12) of the Act, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed in Annexure - 5 to this
report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of the Company is optimum combination of Directors to meet the criteria as specified Regulation 17
of the SEBI LODR. The Company also have KMPs as specified under Section 203 of the Act and relevant regulations
of SEBI LODR. Details of Directors and KMPs during the FY 2024-25 are as follows:

Name of the Director and KMP	Designation	Date of Appointment	Change in Designation	Date of Resignation
Dr. Lalitkumar Anande1	Chairman & Non¬ Executive Independent Director	February 09,2024	June 20, 2025
Mr. Naveenakumar Kunjaru2	Managing Director	June 13, 2023	June 20, 2025	-
Mr. Gavadu Patil	Non-Executive Non¬ Independent Director	February 09,2024	May 03, 2024	-
Ms. Pallavi Mittal	Non-Executive Non¬ Independent Director	January 13, 2017	June 13, 2023	-
Ms. Vishakha Jadhav	Non-Executive Independent Director	April 17, 2023	September 30, 2023	-
Mr. Surajmal Jain	CFO	March 28, 2024	-	-
Ms. Sneha Khemka3	Company Secretary & Compliance Officer	February 01, 2025	-	-
Mrs. Sakshi Chopra4	Company Secretary & Compliance officer	August 29, 2024	-	January 31, 2025
Ms. Urmi Shah5	Company Secretary	July 22, 2023	-	August 29, 2024

Notes:

1. Dr. Lalitkumar Anande was appointed as an Additional Non-Executive Independent Director w.e.f. February
09, 2024 and regularized in the postal ballot concluded on May 03, 2024 subsequently his designation
changed from Non-Executive Independent Director to Chairman and Non-Executive Independent Director,
with effect from Friday, June 20, 2025.

2. Mr. Naveenakumar Kunjaru was appointed as Managing Director and Chairman of the Company w.e.f. June
13, 2023 and his designation changed from Chairman and Managing Director to Managing Director, with
effect from Friday, June 20, 2025

3. Ms. Sneha Khemka is appointed as Company Secretary & Compliance Officer of the Company, with effect
from Saturday, February 01, 2025.

4. Mrs. Sakshi Chopra resigned from the position of Company Secretary & Compliance Officer of the Company,
with effect from Saturday, January 31, 2025.

5. Ms. Urmi Shah resigned from the position of Company Secretary & Compliance Officer of the Company, with
effect from Thursday, August 29, 2024.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm

that:

• In the preparation of the annual accounts, the applicable accounting standards have been followed along
with proper explanation relating to material departures.

• The Directors have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent 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 and loss of the company for that period.

• The Directors have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities.

• The Directors have prepared the annual accounts on a going concern basis.

• The Directors have laid down proper Internal Financial Controls (“IFC”) and such IFC are adequate and
were operating effectively.

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

MEETING OF BOARD OF DIRECTORS:

During the year under review, the board of directors met 14 (Fourteen) times i.e. on May 30, 2024, June 19, 2024,
August 12, 2024, August 29, 2024, September 02, 2024, October 29, 2024, November 13, 2024, December 16,
2024, December 23, 2024, December 27, 2024, January 02, 2025, February 01, 2025, February 13, 2025 and
February 25, 2025.

Directors'' attendance in Board Meetings held during the financial year and last Annual General Meeting are as
under:

Name of Director	Number of Board Meetings		Attendance in the last AGM
	Held during their tenure in FY	Attended during their tenure in FY
Dr. Lalitkumar Anande	14	14	Yes
Mr. Naveenakumar Kunjaru	14	14	Yes
Mr. Gavadu Patil	14	14	Yes
Ms. Pallavi Mittal	14	2	No
Ms. Vishakha Jadhav	14	14	Yes

DETAILS OF THE COMMITTEE:

Audit Committee:

The Audit Committee is constituted in accordance with the provisions of Regulation 18 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of The Companies Act, 2013.
The Company has in place a qualified and independent Audit Committee. The role of the Audit Committee
includes the powers as stipulated in LODR read with Section 177 of the Act.

During the year under review, audit committee met 7 (Seven) times. Details of composition, committee meetings
and attendance of members are as follows:

Name of Director	Nature of Membership	Meeting Dates
		30.05.24	12.08.24	29.08.24	02.09.24	13.11.24	13.02.25	25.02.25
Lalitkumar Anande	Chairman	V	V	V	V	V	V	V
Gavadu Patil	Member	V	V	V	V	V	V	V
Vishakha Jadhav	Member	V	V	V	V	V	V	V

Stakeholders Relationship Committee:

The Stakeholder Relationship Committee is constituted in accordance with the provisions of Regulation 20 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Act. The
role of the Stakeholders Relationship Committee includes the powers as stipulated in LODR read with Section
178 of the Act.

During the year under review, Stakeholder Relationship Committee met 7 (Seven) times. Details of composition,
committee meetings and attendance of members are as follows:

Name of	Nature of	Meeting Dates
Director	Membership	30.05.24	12.08.24	13.11.24	16.12.24	27.12.24	02.01.25	13.02.25
Lalitkumar Anande	Chairman	V	V	V	V	V	V	V
Gavadu Patil	Member	V	V	V	V	V	V	V
Vishakha Jadhav	Member	V	V	V	V	V	V	V

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is constituted in compliance with the requirements under
Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section
178 of the Act.

During the year under review, Nomination and Remuneration committee met 2 (Two) times. Details of
composition, committee meetings and attendance of members are as follows:

Name of Director	Nature of Membership	Meeting Dates
		29.08.24	01.02.25
Lalitkumar Anande	Chairman	V	V
Vishakha Jadhav	Member	V	V
Gavadu Patil	Member	V	V

COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

Company has been following well laid down policy on appointment and remuneration of Directors, KMP and
Senior Management Personnel. The appointments of Directors are made pursuant to the recommendation of
Nomination and Remuneration Committee.

The remuneration of Executive Directors comprises of Basic Salary and Perquisites and follows applicable
requirements of the Companies Act, 2013. Approval of shareholders and the Central Government, if so required,
for payment of remuneration to Executive Directors is sought, from time to time.

BOARDS EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and
individual directors pursuant to the provisions of the Act and SEBI LODR. In a separate meeting of Independent
Directors, performance of Non-Independent directors, the Board as a whole and Chairman of the Company was
evaluated, taking into account the views of executive directors and non-executive directors. Performance
evaluation of independent directors was done by the entire Board, excluding the independent director being
evaluated.

DECLARATION BY INDEPENDENT DIRECTORS:

The company has received declarations from all the Independent Directors of the Company confirming that they
meet the criteria of independence as prescribed under section 149 (7) of the Companies Act, 2013 and Regulation
16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDITORS AND THEIR REPORTS:

Statutory Auditor:

M/s. Bakliwal & Co., Chartered Accountants (FRN: 130381W) were appointed as Statutory Auditors of the
Company at the AGM held on Friday, September 27, 2024 for the period of 05 (Five) years from the conclusion of
that AGM till the AGM to be conducted in the year of 2029. The Auditors'' Report issued by M/s. Bakliwal & Co.,
Chartered Accountants does not contain any qualification, reservation or adverse remark and the Notes on
financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further
comments.

Further M/s. Bakliwal & Co., Chartered Accountants (FRN: 130381W), vide their letter dated 14th August 2025
have resigned from the post of Statutory Auditor of the Company due to preoccupation with other professional
commitments.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Secretarial Audit for the year ended March 31, 2025 was carried out
by the Secretarial Auditors, M/s. Megha Khandelwal & Associates, Practicing Company Secretaries (PR No:
4023/2023). The Report of the Secretarial Audit is annexed herewith marked as Annexure - 6 to this Report.

The Secretarial Auditor has not made any adverse comments or given any qualification, reservation or adverse
remarks or disclaimer in their Audit Report.

Internal Auditor:

Pursuant to provisions of Section 138 of the Companies Act, 2013 your Company appointed M/s. K S G C &
Associates, Chartered Accountants (FRN: 021829C) as an Internal Auditor of the Company for FY 2025-2026. To
maintain their objectivity and independence, the Internal Auditor reports to the Chairman of the Audit
Committee.

Cost Auditor and Cost Audit Report:

Provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit)
Amendment Rules, 2014 related to appointment of Cost Auditor and Cost Audit Report are not applicable to the
Company.

FRAUD REPORTING BY AUDITOR:

During the year under review, the Statutory Auditor and the Secretarial Auditor have not reported any instances
of frauds committed by the Company by its officers or employees to the audit committee under section 143(12)
of the Companies Act, 2013, details of which needs to be mentioned in the Annual Report.

PARTICULARS OF LOAN. GUARANTEE & INVESTMENTS:

During the year under review, the Company has not given any loans or guarantees to any person. Further, the
Company does not have any investment falling within the preview of Section 186 of the Act.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

No amount of unclaimed dividend has been transferred to Investor Education and Protection Fund.
DISCLOSURE OF PENDING CASES:

There were no non-compliances by the Company and no instances of penalties and structures imposed on the
Company by the Stock Exchanges or SEBI or any other statutory authority on any matter related to the capital
market during the last three years.

PREVENTION ON INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
securities by the Directors and designated employees of the Company. The Code requires pre-clearance for
dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the
designated employees while in possession of unpublished price sensitive information in relation to the Company
and during the period when the Trading Window is closed. The Board is responsible for implementation of the
Code.

RISK MANAGEMENT

Your Company has a well-defined risk management framework in place. The risk management framework works
at various levels across the enterprise. These levels form the strategic defense cover of the Company''s risk
management. The Company has a robust organizational structure for managing and reporting on risks.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

As per the provisions of Section 177 of the Companies Act, 2013 read with regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a vigil mechanism has been implemented through
the adoption of Whistle blower Policy with an objective to enable any employees or director, raise genuine
concern or report that may constitute: Instances of corporate fraud; unethical conduct; a violation of Central or
State laws, rules, regulations and/or any other regulatory or judicial directives. It also provides safeguards
against victimization of employees who avail the mechanism and allows direct access to the chairman of the Audit
Committee.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees
(permanent, contractual, temporary, trainees) are covered under this policy. The policy is gender neutral.

During the year under the review no complaints with allegations of sexual harassment was received by the
Company.

DETAILS ON MATERNITY BENEFITS:

During the year under review, no maternity benefits have been availed by any of the employee.

INTERNAL FINANCIAL CONTROL:

The Board of Directors confirms that the company has laid down set of standard processes and structure which
enables to implement internal financial controls across the organization with reference to Financial Statements
and that such control is adequate and are operating effectively. During the year under review, no material or
serious observation has been observed for inefficiently or inadequacy of such controls.

INVESTOR RELATIONS:

The Company continuously strives for excellence in its investor relations. Company believes in building a
relationship of mutual understanding with Investors. Company ensures that critical information about the
Company is available to all the Investors by uploading all such information on the Company''s website.

SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and
General Meetings (SS - 2) issued by the Institute of Company Secretaries of India.

EMPLOYEE STOCK OPTION SCHEME:

The Company has introduced Aayush Wellness Limited - Employee Stock Option Plan 2024 (AWL - ESOP 2024)
for the eligible employees of the Company and its future subsidiary, if any. The (AWL - ESOP 2024) was approved
by the Board of Directors on June 19, 2024 and subsequently by the members of the Company through Postal
Ballot on July 23, 2024. The Company also got in-principle approval from exchange on letter dated October 17,
2024.

OTHER DISCLOSURES:

During the year, no corporate insolvency resolution process was initiated under the Insolvency and Bankruptcy
Code, 2016, either by or against the Company, before NCLT or other court(s).

MATERIAL CHANGES IN THE COMPANY: -

• Change of Name:

Name of the company is changed from Aayush Food and Herbs Limited to Aayush Wellness Limited with
effect from June 18, 2024.

• Change of Registered office:

The Board of Directors at their meeting held on January 02, 2025 approved shifting of the registered office
of the company within local limits i.e. From 55, 2nd Floor, Lane 2, Westend Marg, Saidullajab, Near Saket
Metro Station, New Delhi, Delhi 110030 To 275, Ground Floor, West End Marg, Near Saket Metro Station Exit:
2, New Delhi-110030.

• Incorporation of Wholly owned subsidiaries

Following Companies incorporated as wholly owned subsidiaries (WOS):

Sr. No.	Name of Company	Relationship	Change	Effective Date
1.	AAYUSH HEALTHSCIENCES PRIVATE LIMITED	WOS	Incorporated	November 07, 2024
2.	AAYUSH WORLDWIDE PRIVATE LIMITED	WOS	Incorporated	January 04, 2024
|3.	AAYUSH LABS PRIVATE LIMITED	WOS	Incorporated	August 26, 2025
4.	AAYUSH VENTURES PRIVATE LIMITED	WOS	Incorporated	August 27, 2025

• Launches Herbal Pan Masala:

Aayush Wellness has introduced Herbal Pan Masala to revolutionize the chewing habits of India''s 27.49
crore tobacco consumers. With rising awareness and growing health consciousness, the product offers a
safer and Herbal alternative that mimics the taste of traditional pan masala without harmful effects. This
innovation positions the company into the India''s massive Rs. 46,682 Cr pan masala market, enabling access
to a large consumer base while contributing to the broader shift towards wellness-focused products.

• Enter the Nutraceutical Market with Sleep Gummies:

Aayush Wellness has entered the USD 23.8 billion nutraceutical market with the launch of its premium
offering, Dreamy Sleep Gummies, designed to enhance sleep quality and address sleep disorders. This
strategic entry underscores the company''s commitment to innovation and excellence in wellness,
positioning it to capture value in a rapidly expanding sector driven by rising health awareness and lifestyle-
related challenges.

• Launches Beauty Gummies:

Aayush Wellness Limited has entered the USD 14.9 billion beauty and personal care market with the
introduction of its Beauty Vitamin Gummies. Crafted to provide a comprehensive solution for individuals
struggling to maintain their natural beauty due to poor diet and nutritional deficiencies, this innovation
bridges the gap between wellness and personal care. By addressing the growing consumer demand for
convenient and effective beauty-from-within solutions, the company strengthens its presence in the evolving
nutraceutical and cosmeceutical landscape.

• Introduces Rs. 10/- Herbal Pan Masala Sachet:

Building on the strong response to its Herbal Pan Masala, the company has introduced a small sachet priced
at ^10 to empower the economically weaker sections of society seeking to move away from harmful tobacco
consumption. This inclusive initiative not only supports healthier lifestyle choices but also enables the
company to expand its distribution network across country and capture greater value within India''s massive
pan masala market.

• Aayush Health Centre:

Aayush Wellness has installed a health ATM that shall conduct a wide range of diagnostics tests, in 2-3
minutes, maintain digital health records, and also facilitate Telemedicine to address health deficiencies
before they become critical.

The health ATM shall be able to conduct an up to 59 test including blood test, sugar test, Urine test,
Haemoglobin test, skin test, eye test, cancer risk test, Lipid Profile test, and other basic health checkups, at a
very affordable price.

Further, the health ATM shall also facilitate Telemedicine, maintain Digital Health Records, Cloud
connectivity generates smart reports and integration with Ayushman Bharat Digital Mission to benefit
majority of the Indian Population.

ACKNOWLEDGEMENT:

The Board of Directors acknowledges and places on record their sincere appreciation to all stakeholders,
customers, vendors, banks, Central and State Governments and all other individual directly or indirectly
associated with the Company for their continued co-operation and excellent support received from them.

The Board also wishes to place on record its appreciation to the esteemed investors for showing their confidence
and faith in the management of the Company. Your directors recognize and appreciate the efforts and hard work
of all the employees of the Company and their continued contribution to promote its development.

By order of Board of Directors
For Aayush Wellness Limited

(Formerly known as Aayush Food and Herbs Limited)

Sd/- Sd/-

Lalitkumar Anande Naveenakumar Kunjaru

Chairman & Director Managing Director Place: New Delhi

DIN: 02953124 DIN: 07087891 Date: September 04, 2025

---

Mar 31, 2024

The Board are pleased to present the 40^th Annual Report of the company together with the Audited Financial Statement for the financial year ended as on March 31, 2024.

FINANCIAL INFORMATION:

(All amounts in INR Lakhs)
Particulars	2023-24	2022-23
Revenue from Operations and Other Income	83.92	864.84
Expenses	24.69	899.54
Profit (Loss) before Exceptional and Extra Ordinary Items and Tax	59.23	(34.70)
Less: Exceptional Items	-	-
Less: Extra Ordinary Items	-	-
Profit before Tax	59.23	(34.70)
Less: Current Tax	0.99	(0.27)
Less: Deferred Tax Liability	1.05	-
Profit after Taxation	57.18	(34.43)

REVIEW OF OPERATIONS:

During the year under review, gross annual revenue stands at Rs. 83.92 lakhs as compared to Rs. 864.84 lakhs for previous year. Profit before tax stands at Rs. 59.23 lakhs as compared to loss of Rs. 34.70 lakhs in previous year. Profit after tax stands at Rs. 57.18 lakhs as compared to loss of Rs. 34.43 lakhs in previous year.

DIVIDEND:

Your directors do not recommend any dividend for the financial year 2023-2024.

TRANSFER TO RESERVES:

The Company did not transfer any amount to Reserves during the year under consideration.

SHARE CAPITAL:

Authorized Share Capital:

The Authorized Share Capital of the Company as on March 31, 2024, stood at Rs. 3,50,00,000/- (Rupees Three Crores Fifty Lakhs Only) divided into 35,00,000 (Thirty-Five Lakhs) equity shares of Rs. 10/- (Rupees Ten) each.

The Authorized Share Capital of the company is increased to Rs. 7,00,00,000/- (Rupees Seven Crores only) by passing Special Resolution through postal ballot concluded on July 23, 2024.

Issued, Subscribed and Paid-up Capital:

The Issued, Subscribed and paid-up Equity Share Capital as of March 31, 2024, stood at Rs. 3,24,50,000/-(Rupees Three Crores Twenty-Four Lakhs Fifty Thousand only) divided into 32,45,000 (Thirty-Two Lakhs Forty-Five Thousand) equity shares of Rs. 10/- each.

The company has approved split of shares from 1 (one) equity share having face value of Rs. 10/- (Rupees Ten only) each into 10 (Ten) Equity Shares having face value of Re. 1/- (Rupee One only) each by passing Special Resolution through postal ballot concluded on July 23, 2024.

Thus, the present paid-up share capital stood at Rs. 3,24,50,000/- (Rupees Three Crores Twenty-Four Lakhs Fifty Thousand only) divided into 3,24,50,000 (Three Crores Twenty-Four Lakhs Fifty Thousand) equity shares of Re. 01/- each.

ANNUAL REPORT:

Annual Return in form MGT 9 is enclosed along with this report as Annexure - 1.

PUBLIC DEPOSIT:

The Company has not accepted any deposits from the public falling within the purview of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during the year. Neither there was any public deposit outstanding as at the beginning or end of the year ended on March 31, 2024.

SUBSIDIARIES. IOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture or associate company.

RELATED PARTY TRANSACTIONS:

There were no Related Party Transactions during the financial year under review. Generally, all related party transactions are into at an arm''s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (''the Act'') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of related party transactions entered into by the Company are provided in Form AOC - 2 given as Annexure - 2 of Board''s Report.

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

The disclosure under the provisions of section 134 (3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure - 3.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the Regulation 34 read with Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis report covering details of Risks and Concerns, Internal Control Systems and their Adequacy, Discussion on Financial Management''s Performance etc. for the year under review is set out in this Annual Report as Annexure - 4.

CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and 46 and para C, D and E of Schedule V shall not apply, in respect of the listed entity having paid up equity share capital not exceeding rupees ten crores and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.

Thus, due to non-applicability, a separate report of Corporate Governance has not been provided in this Annual report.

CORPORATE SOCIAL RESPONSIBILITY:

The conditions prescribed in the Section 135 of the Companies Act, 2013, which mandates the Company to constitute a Corporate Social Responsibility Committee are not applicable to the Company and hence it is not required to formulate policy on Corporate Social Responsibility.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

The information required pursuant to Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed in Annexure - 5 to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of the Company is optimum combination of Directors to meet the criteria as specified Regulation 17 of the SEBI LODR. The Company also have KMPs as specified under Section 203 of the Act and relevant regulations of SEBI LODR. Details of Directors and KMPs during the FY 2023-24 are as follows:

Name of the Director and KMP	Designation	Date of Appointment	Change in Designation	Date of Resignation
Gavadu Somana Patil	Non-Executive Director / Chairman	09/02/2024	-	-
Naveenakumar Kunjaru	Managing Director	13/06/2023	-	-
Pallavi Mittal	Non-Executive Director	13/01/2017	13/06/2023	-
Vishakha Umesh Jadhav	Independent Director	17/04/2023	-	-
Lalitkumar Deorao Anande	Independent Director	09/02/2024	-	-
Surajmal Basantlal Iain	CFO	28/03/2024	-	-
Sakshi Chopra	Company Secretary	29/08/2024	-	-
Rajesh Goel	Independent Director	17/02/2016	-	05/04/2023
Kamna	Non-Executive Director	26/08/2019	-	30/05/2023
Shashank Shekhar Chaturvedi	Independent Director	12/11/2019	-	13/06/2023
Akshay Vijay Nawale	Executive Director & CFO	30/05/2023	13/06/2023	28/03/2024
Sanjay Atmaram Devlekar	Independent Director	30/05/2023	-	28/03/2024
Rajgopalan Srinivasa Iyengar	Independent Director	27/06/2023	-	28/03/2024
Urmi Haresh Shah	Company Secretary	22/07/2023	-	29/08/2024
Komal Soni	Company Secretary	01/06/2023	-	22/07/2023
Kajal Mittal	Company Secretary	21/07/2022	-	30/05/2023
Sakshi Chopra	Company Secretary	29/08/2024	-	-

Notes:

Rajesh Goel resigned from the post of Independent Director w. e. f. April 05, 2023.

Kamna resigned from the post of Non-Executive Director w. e. f. May 30, 2023.

Shashank Shekhar Chaturvedi resigned from the post of Independent Director w. e. f. June 13, 2023.

Akshay Vijay Nawale resigned from the post of Executive Director & CFO w. e. f. March 28, 2024.

Sanjay Atmaram Devlekar resigned from the post of Independent Director w. e. f. March 28, 2024.

Rajgopalan Srinivasa Iyengar resigned from the post of Independent Director w. e. f. March 28, 2024.

Urmi Haresh Shah resigned from the post of Company Secretary w. e. f. August 29, 2024.

Kajal Mittal resigned from the post of Company Secretary w. e. f. May 30, 2023.

Komal Soni resigned from the post of Company Secretary w. e. f. July 22, 2023.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm

that:

• In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

• The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 and loss of the company for that period.

• The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

• The Directors have prepared the annual accounts on a going concern basis.

• The Directors have laid down proper Internal Financial Controls (“IFC”) and such IFC are adequate and were operating effectively.

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

MEETING OF BOARD OF DIRECTORS:

During the year under review, the board of directors met 13 (Thirteen) times i.e. on April 05, 2023, April 17, 2023, May 22, 2023, May 30, 2023, June 13, 2023, June 27, 2023, July 22, 2023, August 04, 2023, August 23, 2023, September 05, 2023, November 03, 2023, February 09, 2024 and March 28, 2024.

Directors'' attendance in Board Meetings held during the financial year and last Annual General Meeting are as under:

Name of director	Number of Board Meetings		Attendance in the last AGM
	Held during their tenure in FY	Attended during their tenure in FY
Gavadu Somana Patil	2	2	NA
Naveenakumar Kunjaru	9	9	Yes
Pallavi Mittal	13	13	Yes
Vishakha Umesh Jadhav	12	12	No
Lalitkumar Deorao Anande	2	2	NA
Rajesh Goel	1	1	NA
Kamna	4	4	NA
Shashank Shekhar Chaturvedi	5	5	NA
Akshay Vijay Nawale	10	10	No
Sanjay Atmaram Devlekar	10	10	No
Rajgopalan Srinivasa Iyengar	8	8	Yes

DETAILS OF THE COMMITTEE:

Audit Committee:

The Audit Committee is constituted in accordance with the provisions of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of The Companies Act, 2013. The Company has in place a qualified and independent Audit Committee. The role of the Audit Committee includes the powers as stipulated in LODR read with Section 177 of the Act.

Stakeholders Relationship Committee:

The Stakeholder Relationship Committee is constituted in accordance with the provisions of Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Act. The role of the Stakeholders Relationship Committee includes the powers as stipulated in LODR read with Section 178 of the Act.

During the year under review, audit committee met 4 (Four) times. Details of composition, committee meetings and attendance of members are as follows:
Name of Director	Nature of Membership	Meeting Dates
		30.05.2023	04.08.2023	03.11.2023	09.02.2024
Pallavi Mittal	Chairman	V	V	V	V
Vishakha Jadhav	Member	V	V	V	V
Lalitkumar Anande	Member	NA	NA	NA	NA
Rajgopalan Iyengar	Member	NA	V	V	V
Shashank Chaturvedi	Member	V	NA	NA	NA
Kamna	Member	V	NA	NA	NA

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is constituted in compliance with the requirements under Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Act.

COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

Company has been following well laid down policy on appointment and remuneration of Directors, KMP and Senior Management Personnel. The appointments of Directors are made pursuant to the recommendation of Nomination and Remuneration Committee.

The remuneration of Executive Directors comprises of Basic Salary and Perquisites and follows applicable requirements of the Companies Act, 2013. Approval of shareholders and the Central Government, if so required, for payment of remuneration to Executive Directors is sought, from time to time.

BOARDS EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI LODR. In a separate meeting of Independent Directors, performance of Non-Independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

DECLARATION BY INDEPENDENT DIRECTORS:

The company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under section 149 (7) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDITORS AND THEIR REPORTS:

Statutory Auditor:

M/s. TDK & Co., Chartered Accountants (FRN: 109804W) were appointed as Statutory Auditors of the Company for the financial year 2023-2024. The Auditors'' Report issued by M/s. TDK & Co. does not contain any qualification, reservation or adverse remark and the Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

The term of M/s. TDK & Co. is expiring at the ensuing Annual General Meeting. The Board of Directors has proposed appointment of M/s. Bakliwal & Co., Chartered Accountants (FRN: 130381W), as Statutory Auditors of the Company for the period of 05 (Five) years commencing from the conclusion of this AGM till the AGM to be conducted in the year of 2029. The Board has received consent from M/s. Bakliwal & Co. in this regard.

Resolution for appointment of M/s. Bakliwal & Co. has been placed before the member for their approval and forms a part of Notice annexed with Annual Report.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the year ended March 31, 2024 was carried out by the Secretarial Auditors, M/s. Prachi Bansal and Associates, (C.P. No. 23670), Company Secretaries. The Report of the Secretarial Audit is annexed herewith marked as Annexure - 6 to this Report.

The Secretarial Auditor has not made any adverse comments or given any qualification, reservation or adverse remarks or disclaimer in their Audit Report.

Internal Auditor:

Pursuant to provisions of Section 138 of the Companies Act, 2013 your Company appointed M/s. C C Patil & Co. as an Internal Auditor of the Company for FY 2024-2025. To maintain their objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee.

Cost Auditor and Cost Audit Report:

Provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 related to appointment of Cost Auditor and Cost Audit Report are not applicable to the Company.

FRAUD REPORTING BY AUDITOR:

During the year under review, the Statutory Auditor and the Secretarial Auditor have not reported any instances of frauds committed by the Company by its officers or employees to the audit committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in the Annual Report.

PARTICULARS OF LOAN. GUARANTEE & INVESTMENTS:

During the year under review, the Company has not given any loans or guarantees to any person. Further, the Company does not have any investment falling within the preview of Section 186 of the Act.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

No amount of unclaimed dividend has been transferred to Investor Education and Protection Fund. DISCLOSURE OF PENDING CASES:

There were no non-compliances by the Company and no instances of penalties and structures imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority on any matter related to the capital market during the last three years.

PREVENTION ON INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

As per the provisions of Section 177 of the Companies Act, 2013 read with regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a vigil mechanism has been implemented through the adoption of Whistle blower Policy with an objective to enable any employees or director, raise genuine concern or report that may constitute: Instances of corporate fraud; unethical conduct; a violation of Central or State laws, rules, regulations and/or any other regulatory or judicial directives. It also provides safeguards against victimization of employees who avail the mechanism and allows direct access to the chairman of the Audit Committee.

INTERNAL FINANCIAL CONTROL:

The Board of Directors confirms that the company has laid down set of standard processes and structure which enables to implement internal financial controls across the organization with reference to Financial Statements and that such control is adequate and are operating effectively. During the year under review, no material or serious observation has been observed for inefficiently or inadequacy of such controls.

INVESTOR RELATIONS:

The Company continuously strives for excellence in its investor relations. Company believes in building a relationship of mutual understanding with Investors. Company ensures that critical information about the Company is available to all the Investors by uploading all such information on the Company''s website.

SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by the Institute of Company Secretaries of India.

EMPLOYEE STOCK OPTION SCHEME:

The Company has introduced Aayush Wellness Limited - Employee Stock Option Plan 2024 (AWL - ESOP 2024) for the eligible employees of the Company and its future subsidiary, if any. The (AWL - ESOP 2024) was approved by the Board of Directors on June 19, 2024 and subsequently by the members of the Company through Postal Ballot on July 23, 2024. The Company is under process to get necessary approvals from the Stock Exchanges.

MATERIAL CHANGES IN THE COMPANY:

• Name of the company is changed from Aayush Food and Herbs Limited to Aayush Wellness Limited with effect from June 18, 2024.

• Shifting of Registered Office of the company from New Delhi in the Union Territory of Delhi to Mumbai in the State of Maharashtra. The company is in process to take all the required approvals from the regulatory authorities.

• Sub-division / Split of Equity Shares of the company from 1 (one) equity share having face value of Rs. 10/-(Rupees Ten only) each into 10 (Ten) Equity Shares having face value of Re. 1/- (Rupee One only) each.

• Increase the Authorized Share Capital of the Company from Rs. 3,50,00,000/- (Rupees Three Crores Fifty Lakhs Only) divided into 3,50,00,000 (Three Crores Fifty Lakhs) Equity Shares of Re. 1/- (Rupee One Only) each to Rs. 7,00,00,000/- (Rupees Seven Crores only) divided into 7,00,00,000 (Seven Crores) Equity Shares of Re. 1/- (Rupee One Only) each.

• Issue of shares to employees under ESOP Scheme approved.

The Board of Directors acknowledges and places on record their sincere appreciation to all stakeholders, customers, vendors, banks, Central and State Governments and all other individual directly or indirectly associated with the Company for their continued co-operation and excellent support received from them.

The Board also wishes to place on record its appreciation to the esteemed investors for showing their confidence and faith in the management of the Company. Your directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to promote its development.

---

Mar 31, 2023

Your directors are pleased to present their 39^th Annual Report of the Company along with the statement of Accounts for the financial year ended March 31, 2023.

1. FINANCIAL RESULTS

Particulars	Year Ended 31.03.2023	Year Ended 31.03.2022
Gross Income from Sales & other operations	864.85	1809.27
Profit / (Loss) before depreciation and taxes	(31.69)	(203.02)
Less: Depreciation	3.01	6,72
Profit / (Loss) before taxes	(34.70)	(209.74)
Less: Provision for taxes including deferred taxes (reversed)	(0.27)	(2.02)
Profit / (Loss) after taxes	(34.43)	(207.72)
Profit / (Loss) carried forward to Reserves & Surplus	(34.43)	(207.72)
Earnings Per Share (in Rs.)	(1.061)	(6.40)

2. PERFORMANCE

During the year under review, your company has achieved total revenue of Rs. 864.85 Lakhs. After reporting all the expenses under review, your company reported a loss of Rs. 34.43/- lakhs for fiscal year 2022-23. During the year under review, there was no change in the nature of the business.

3. DIVIDEND

Due to the loss suffered by the Company, your directors express their inability to recommend dividend for the financial year ended on March 31, 2023.

4. RESERVES

During the year under review, the Company has not transferred any amount to the General Reserve. Losses incurred were adjusted against the general reserve and earlier tax adjustments were made. The General Reserve of the Company stood at Rs. 41.17/- Lakhs as of March 31, 2023.

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

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

6. SHARE CAPITAL Authorized Share Capital:

The Authorized Share Capital of the Company as of March 31, 2023, stood at Rs. 3,50,00,000/- (Rupees

Three Crores Fifty Lakhs Only) divided into 35,00,000 (Thirty-Five Lakhs) equity shares of Rs. 10/- each. Issued, Subscribed and Paid-up Equity Share Capital:

The Issued, Subscribed and paid-up Equity Share Capital as of March 31, 2023, stood at Rs. 3,24,50,000/-(Three Crores Twenty-Four Lakhs Fifty Thousand Only) divided into 32,45,000 (Thirty-Two Lakhs Forty-Five Thousand) equity shares of Rs. 10/- each. During the year under review, there was no change in the Company''s Issued, Subscribed and Paid-up Equity Share Capital. The Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

7. DEPOSITS

During the year under review, your Company did not accept any deposit within the meaning of the provisions of Chapter V Acceptance of Deposits by Companies read with the Companies (Acceptance of Deposits) Rules, 2014.

8. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL BOARD OF DIRECTORS

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As of the date of the report, your company has the following Directors on its Board:

Sr. No.	Name of the Director	Category	Date of Appointment	Date of Resignation	Change in Designation
1.	Pallavi Mittal	Managing Director	13/01/2017	-	13/06/2023
2.	Rajesh Goel	Independent, NonExecutive Director	17/02/2016	05/04/2023	-
3.	Kamna	Non-Executive, NonIndependent Director	26/08/2019	30/05/2023
4.	Shashank Shekhar Chaturvedi	Independent, NonExecutive Director	12/11/2019	13/06/2023
5.	Naveena Kumar Kunjaru	Managing Director and Chairman	13/06/2023	-	-
6.	Akshay Vijay Nawale	Executive Director & CFO	30/05/2023	-	13/06/2023
7.	Sanjay Atmaram Devlekar	Additional Non -Executive Independent Director	30/05/2023
8.	Pradeep Kumar Karn	CFO	14/01/2022	28/02/2023	-
9.	Vishakha Umesh Jadhav	Additional NonExecutive Independent	17/04/2023

		Director
10.	Rajgopalan Srinivasa Iyengar	Additional NonExecutive Independent Director	27/06/2023

During the period under review, following changes took place in the Board of Directors of the Company:

1. Change in designation of Ms. Pallavi (DIN: 07704583) from Managing director to Non-executive Director of the company as per recommendation of Nomination and Remuneration Committee effective from June 13, 2023;

2. Appointment of Mr. Naveena Kumar Kunjaru (DIN: 07087891) as Managing Director and Chairman of the Company as per recommendation of Nomination and Remuneration Committee for the term of five (05) consecutive term effective from June 13, 2023;

3. Resignation of Mr. Shashank Shekhar Chaturvedi (DIN: 08605043) from the post of Non-executive Independent Director of the Company effective from June 13, 2023;

4. Appointment of Mr. Akshay Vijay Nawale (DIN: 07597069) as an additional director (Non-Executive, Independent Director) as per recommendation of Nomination and Remuneration Committee on the Board of the Company w.e.f. May 30, 2023, not liable to retire by rotation;

5. Change in designation of Mr. Akshay Nawale (DIN: 07597069) from Additional Independent Director to Executive Director and Chief Financial Officer (CFO) of the company as per recommendation of Nomination and Remuneration Committee effective from June 13, 2023;

6. Appointment of Mr. Sanjay Atmaram Devlekar (DIN: 07847440) as an additional director (NonExecutive, Independent Director) as per recommendation of Nomination and Remuneration Committee on the Board of the Company w.e.f. May 30, 2023;

7. Resignation of Ms. Kamna (DIN: 07865460), from the post of Non-Executive, Non-Independent Director of the company w.e.f. May 30, 2023;

8. Resignation of Mr. Pradeep Kumar Karn from the post of CFO of the company w.e.f. February 28, 2023;

9. Resignation of Mr. Rajesh Goel from the post of Non-Executive Independent Director of the company w.e.f. April 05, 2023;

10. Appointment of Ms. Vishakha Umesh Jadhav (DIN: 10064103) as an Additional Director (NonExecutive, Independent Director) with effect from April 17, 2023;

11. Appointment of Mr. Rajgopalan Srinivasa Iyengar (DIN: 00016496) as on (Non-Executive, Independent Director) of the company w.e.f. June 27, 2023.

The Company is in compliance with the composition of the Board of Directors in terms of the Companies Act, 2013. All Independent Directors have confirmed that they have met the criteria as mentioned under Section 149(7) of the Companies Act, 2013 (“Act”).

KEY MANAGERIAL PERSONNEL

The following persons are the Key Managerial Personnel (KMP''s) of the Company in accordance with the provisions of Section 203 of Companies Act, 2013 and rules made there under:

Name of KMP''s	Designation
Mr Pradeep Kumar Karn*	Chief Financial Officer (Up to February 28, 2023)
Mr Akshay Vijay Nawale*	Chief Financial Officer (With Effect from June 13, 2023)
Ms. Preeti Kataria**	Company Secretary & Compliance Officer (Up to June 18, 2022)
Ms. Kajal Mittal**	Company Secretary & Compliance Officer (with effect from July 21, 2022, up to May 30, 2023)
Ms. Komal Soni	Company Secretary & Compliance Officer (with effect from June 01, 2023, up to July 22, 2023)
Ms. Urmi Shah	Company Secretary & Compliance Officer (with effect from July 22, 2023)

*During the year under review, Mr. Pradeep Kumar Karn has resigned from the post of Chief Financial Officer with effect from February 28, 2023.

Further, in his place Mr. Akshay Vijay Nawale is appointed by the board of directors as Chief Financial Officer of the Company with effect from June 13, 2023 in the board meeting held on June 13, 2023.

**During the year under review, Ms. Preeti Kataria has resigned from the post of Company Secretary & Compliance Officer with effect from June 18, 2022 and in her place Ms. Kajal Mittal is appointed by the Board of Directors as Company Secretary & Compliance Officer of the Company with effect from July21, 2022 in the Board Meeting held on July21, 2022.

Further, During the year under review following changes took place in the Key Managerial Persons:

1. Appointment of Ms. Komal Soni (ACS: 69534) associate member of ''The Institute of Company Secretaries of India'' is appointed as Company Secretary and Compliance Officer of the Company w.e.f. June 01, 2023;

2. Resignation of Ms. Kajal Mittal (ACS: A58861) from the post of company secretary and compliance officer of the company w.e.f. May 30, 2023;

3. Resignation of Ms. Komal Soni (ICSI Mem No. A69534) from the position of company secretary and compliance officer of the company w.e.f. July 22, 2023;

4. Appointment of Ms. Urmi Haresh Shah (ICSI Mem No. A70885) as a company secretary and compliance officer of the company w.e.f. July 22, 2023.

9. DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149(7) read with Schedule IV of the Companies Act, 2013, the Company has received necessary declaration from all the Independent Directors of the Company. All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Act and

Regulation 16(1) (b) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company''s Code of Business Conduct & Ethics.

10. NUMBER OF BOARD MEETINGS HELD

The Board meets at regular intervals to discuss and decide on policy and strategy apart from other business discussions.

During the Financial Year under review 07 (Seven) meetings of the Board of Directors were held. The dates on which the said meetings were held:

1. May 30, 2022

2. July 21, 2022

3. August 12, 2022

4. August 25, 2022

5. November 14, 2022

6. February 13, 2023

7. February 28, 2023.

In respect of the above meetings the proper notices were given and the proceedings were properly recorded and the intervening gap between the Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

11. COMMITTEES OF THE BOARD

The Board has constituted the following committees in compliance with the Companies Act, 2013:

Audit Committee:

The Audit Committee of the Company is constituted/re-constituted in line with the provisions of Regulation 18 of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013.The Audit Committee is constituted in line to monitor and provide effective supervision of the management''s financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.

The Audit Committee of the Company consists of Mr. Rajesh Goel as Chairman, Ms. Pallavi Mittal and Mr. Shashank Shekhar Chaturvedi as Members as at 31.03.2023. The Composition and Terms of Reference of the Audit Committee are in line with Section 177 of the Companies Act, 2013 and rules made thereunder. During the Financial Year under review 05 (Five) meetings of the Audit Committee were convened and held. The dates on which the said meetings were held:

1. May 30, 2022

2. August 12, 2022

3. August 25, 2022

4. November 14, 2022

5. February 13, 2023

The members of the Committee are people with the ability to read and understand the Financial Statement. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Further, there have been no instances where the Board has not accepted any recommendation of the Committee. The necessary quorum was present at all the Meetings.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted/reconstituted in line with the provisions of Regulation 19 of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.

The Nomination and Remuneration Committee of the Company consists of Mr. Rajesh Goel as Chairman, Ms. Kamna and Mr. Shashank Shekhar Chaturvedi as Members as at 31.03.2023. The Composition and Terms of Reference of the Nomination and Remuneration Committee are in line with Section 178 of the Companies Act, 2013 and rules made thereunder.

During the Financial Year under review 02 (Two) meetings of the Nomination and Remuneration Committee were convened and held. The dates on which the said meetings were held:

1. June 18, 2022

2. July 21, 2022

Further, the necessary quorum was present at all the meetings.

Stakeholders Relationship Committee:

The Stakeholders Relationship Committee of the Company consists of Mr. Rajesh Goel as Chairman, Ms. Kamna and Mr. Shashank Shekhar Chaturvedi as Members as at 31.03.2023. The Composition and Terms of Reference of the Stakeholders Relationship Committee are in line with Section 178 of the Companies Act, 2013 and rules made thereunder.

During the Financial Year under review 01 (One) meeting of the Stakeholders Relationship Committee was convened and held. The dates on which the said meetings were held:

1. June 18, 2022

Further, the members of the Committee effectively address shareholders'' grievances. The necessary quorum was present at all the meetings. No complaints remained unattended/ pending for more than thirty days. The Company has no share transfers/ transmission pending as on March 31, 2023. Further, no shareholders complaint/ grievance was received under ''SCORES'' during the Financial Year 20222023.

The Company also obtains a Certificate of Compliance with the share transfer formalities from a Practicing Company Secretary as required under Regulation 40(9) of SEBI Listing Regulations and has submitted a copy of the said certificate with the Stock Exchange on yearly basis.

Attendance Details of Board and Committee Meetings held during the Financial Year 2022-23:

The details of meetings attended by the Members of Board as well as Committees are as follows:

Name of Director	Category	No. of Board Meetings attended	No. of Committee Meetings Attended
			Audit	Nomination and Remuneration	Stakeholders Relationship
Pallavi Mittal	Executive Director	7 Out of 7	5 Out of 5	NA	NA
Rajesh Goel	Independent, Non-Executive Director	7 Out of 7	5 Out of 5	2 Out of 2	1 Out of 1
Kamna	Non-Executive Director	7 Out of 7	NA	2 Out of 2	1 Out of 1
Shashank Shekhar Chaturvedi	Independent, Non-Executive Director	7 Out of 7	5 Out of 5	2 Out of 2	1 Out of 1

12. MEETING OF INDEPENDENT DIRECTOR

During the Financial Year under review 01 (One) meetings of the Independent Directors were held.

The dates on which the said meetings were held: June 18, 2022

13. ANNUAL RETURN

The Annual Return of the Company, pursuant to sub-section 3(a) of Section 134 and the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 2022-23 in the Form MGT-9 has been uploaded on Company''s website and the web link for the same is https://aayushfoods.com/corporate-announcements.

14. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India (ICSI).

15. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 and 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a going concern basis.

e) The Directors have laid down proper Internal Financial Controls (“IFC”) and such IFC are adequate and were operating effectively.

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

16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees drawing remuneration in excess of the limits set out in the said rules. The information required pursuant to Section 197 of Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and other entitled thereto, excluding the information on employee''s particulars which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such a member may write to the Company Secretary in advance.

There were no employees having remuneration in excess of the limits as provided under the said act or rules.

17. FORMAL ANNUAL/BOARD EVALUATION

Pursuant to the Section 134(3) of the Companies Act, 2013, the Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (“SEBI Listing Regulations”).

The performance of the Board was evaluated by the Board after seeking inputs from all the directors based on the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members based on the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors based on the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Board evaluated the performance of Independent Directors and Individual Directors considering various parameters such as their familiarity with the Company''s vision, policies, values, code of conduct, their attendance at Board and Committee Meetings, whether they participate in the meetings constructively by providing inputs and provide suggestions to the Management/Board in areas of domain expertise, whether they seek clarifications by raising appropriate issues on the presentations made by the Management/reports placed before the Board, practice confidentiality, etc. It was observed that the Directors discharged their responsibilities in an effective manner. The Directors possess integrity, expertise and experience in their respective fields.

18. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee recommends to the Board, the Company''s policy on Directors'', Key Managerial Personnel and Senior Management appointment and remuneration including criteria for determining qualifications, positive attributes, independence of director and other matters as per Section 178(3) of the Companies Act, 2013. During the financial year under review, no changes have been made to the said Policy. The Nomination and Remuneration Policy is available on the Company''s website and the web link for the same is

https://www.aayushfoods.com/files/corporateannouncements/ca_policy_0012.pdf.

Further as mandated by proviso to Section 178(4) of the Companies Act, 2013, Nomination and Remuneration Policy is annexed as "Annexure-A” hereto and forms part of this report.

19. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements forming a part of this Annual Report.

20. SUBSIDIARY. IOINT VENTURE OR ASSOCIATE COMPANIES AND HOLDING COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company and Holding Company as on March 31, 2023. Hence, the Company has not enclosed Form AOC-1.

21. MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report as "Annexure-B”.

22. CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on Corporate Social Responsibility.

23. RELATED PARTY TRANSACTIONS

All related party contracts/arrangements/transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. During the year under review,

the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with section 188 of the companies act, 2013, Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the policy of the Company on materiality of related party transactions. There were no materially significant related party transactions made by the Company which may have a potential conflict of interest with its Promoters, Directors, Key Managerial Personnel, or other persons. All such Related Party Transactions are placed before the Audit Committee for approval, wherever applicable.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 (attached as "Annexure-C”) is not applicable. For further details, please refer to the notes (refer Note 27) to the financial statements.

24. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Act and Rules framed thereunder.

25. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company in accordance with Section 177 (9) of the Companies Act, 2013 has established a Vigil Mechanism/Whistle Blower Policy to report genuine concerns about unethical behavior, actual or suspected fraud or violation of Company''s code of conduct or grievances & to provide adequate safeguards against victimization of persons who may use such mechanism. The mechanism provides for direct access to the Ombudsperson appointed by the Company to receive all such complaints under this policy and ensure appropriate action.

The Audit Committee reviews and ensures the adequacy of the system laid down by the Company for the said purpose and no concern was reported during the financial year ended March 31, 2023. The Vigil Mechanism/Whistle Blower Policy is posted on the website of the Company and the web link for the same is https://www.aayushfoods.com/files/corporate-announcements/ca_policy_0011.pdf.

26. CORPORATE GOVERNANCE

Pursuant to provisions of Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the Corporate Governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not applicable to the Company as the paid up equity share capital of the Company is Rs. 3,24,50,000/-(Rupees Three Crores Twenty-Four Lakhs Fifty Thousand Only) and net worth of the Company is Rs. 4,40,67,000/- (Rupees Four Crores Forty Lakhs Sixty-Seven Thousand Only) as on the last day of the previous financial year i.e., March 31, 2023, which is not exceeding Rs. 10 Crores and Rs. 25 Crores, respectively as per the latest audited Financial Statements as of March 31, 2023.

Whenever this regulation becomes applicable to the Company at a later date, the Company shall comply with the requirements of this regulation within six months from the date on which such provisions became applicable to the Company.

27. RISK MANAGEMENT

The Company has already identified the key risks areas which may affect the business goals and periodically revisits the relevance of the identified risks and progress of the mitigation plans undertaken. The Company has adopted a Risk Management Policy in accordance with the provisions of the Act. It establishes various levels of accountability and overview within the Company.

The Audit Committee of the Board of the Company has been entrusted with the task to frame, implement and monitor the risk management plan for the Company and it is responsible for reviewing the risk management plan and ensuring its effectiveness with an additional oversight in the area of financial risks and controls.

28. PREVENTION OF INSIDER TRADING

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of practices and procedures for Fair Disclosure of Unpublished Price Sensitive Information (“Code”), as approved by the Board is in force. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated persons and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Aayush Food and Herbs Limited at the time when there is unpublished price sensitive information.

29. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

During the year under review, no shares were held in the Demat suspense account or unclaimed suspense account of the Company.

30. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT. 2013

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

The following is a summary of sexual harassment complaints received and disposed of during the year 2022-23:

• No. of complaints received - NIL

• No. of complaints disposed of - NIL

31. MATERIAL CHANGES OR COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY Change of Registered office of the company:

Shifting of Registered office of the company within local limits i. e. from 370-A/2, 1st Floor, Chirag Delhi New Delhi South Delhi 110017 to 55, 2nd Floor, Lane 2, Westend Marg, Saidullajab, Near Saket Metro Station, New Delhi, Delhi 110030.

Except above, there were no material changes or commitments affecting the financial position of the company which has occurred between the end of Financial Year March 31, 2023, and the date of this report.

32. SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS/ COURTS/ TRIBUNALS

There were no significant material orders passed by the Regulators/ Courts/ Tribunals impacting the going concern status and Company''s operations in future.

33. GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the companies. Further, as per the provisions of Companies Act, 2013, the Company may send financial statements and other documents by electronic mode to its members. Your Company has decided to join the MCA in an environmentally friendly initiative. Accordingly, henceforth the company propose to send documents such as Notice of the General Meetings, Annual Report and other communication to its shareholders via electronic mode to the registered e-mail addresses of shareholders. To support this green initiative of the Government in full measure, shareholders are requested to register/ update their latest e-mail addresses with their Depository Participant (D.P.) with whom they are having Demat A/c or send the same to the Company via e-mail at [email protected]. We solicit your valuable co-operation and support in our endeavor to contribute our bit to the environment.

34. LISTING OF SECURITIES. LISTING FEES AND ANNUAL CUSTODY FEES

The Securities of the Company are listed on BSE Limited (Scrip Code: 539528) and Metropolitan Stock Exchange of India Limited (Symbol: AAYUSH). The Company has paid the listing fee to the Stock Exchanges for the financial year 2023-2024. The Company has also made the payment of Annual Custody fee to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the financial year 2023-2024.

35. DEMATERIALISATION OF SECURITIES

Your Company has already established connectivity with both the Depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to facilitate the holding and trading of securities in electronic form. The shareholders, who have not gone in for dematerialization of shares till date, are requested to opt for dematerialization of the shares at the earliest.

As per notifications and circulars issued by the Securities and Exchange Board of India (SEBI) from time to time, the shares of the Company can be transferred only in dematerialized form. Members are advised to dematerialize share(s) in the Company to facilitate transfer of share(s). The ISIN of the company is INE430R01015. Accordingly, all the shareholders, Investors, Members of the Stock Exchanges, Depository

Participants and all other concerned are requested to send all communication in respect of Share T ransfer, Transmission/ Transposition, Demat/Remat and Change of Address etc. to our Registrar and Share Transfer Agent at below mentioned address:

Beetal Financial & Computer Services (P) Ltd.

Beetal House, 3rd Floor, 99 Madangir, Behind Local Shopping Centre,

Near Dada Harsukh Dass Mandir, New Delhi - 110062 Ph. # 011-29961281 Fax # [phone] E-Mail: [email protected] Website: www.beetalfinancial.com

In case any query/complaint remains unresolved with our Registrar and Share Transfer Agent of the Company please write to the Company Secretary at the registered office of the Company.

36. HEALTH, SAFETY AND ENVIRONMENT PROTECTION

The Company has complied with all the applicable environmental law and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

37. HUMAN RESOURCES

People remain the most valuable asset of your Company. Your Company follows a policy of building strong teams of talented professionals. Your Company continues to build on its capabilities in getting the right talent to support different products and geographies and is taking effective steps to retain the talent. It has built an open, transparent, and meritocratic culture to nurture this asset. The Company recognizes people as its most valuable asset and The Company has kept a sharp focus on Employee Engagement. The Company''s Human Resources are commensurate with the size, nature and operations of the Company.

38. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies Act, 2013 (“the Act”) read with rule 8(3) of the Companies (Accounts) Rules, 2014 are annexed at "Annexure-D”.

39. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES. 2014:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure-E” to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

As per the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report and the Accounts are being sent to all the members of the Company, excluding the information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office. The said information is also available for inspection at the Registered Office during working hours up to the date of the ensuing Annual General Meeting.

40. FAMILIARISATION PROGRAMMES:

The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts an orientation programme for the induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Company''s website www.aayushfoods.com.

41. AUDITORS AND THEIR REPORT STATUTORY AUDITORS

The Auditor''s Report for the financial year ended March 31, 2023, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditors'' Report and Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year. The Auditor''s report is enclosed with the financial statements in this Auditor''s Report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company have appointed M/s. Prachi Bansal and Associates, Company Secretary in Practice (C.P. No. 23670) to undertake the Secretarial Audit of the Company for the financial year 2022-2023. The Company has received consent from M/s. Prachi Bansal and Associates, Company Secretary to act as the auditor for conducting audit of the secretarial records for the financial year ending March 31, 2023.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year ended March 31, 2023, does not contain any qualification, reservation or adverse remark. A copy of the Secretarial Audit Report (Form MR-3) as provided by the Company Secretary in Practice has been annexed to the Report. ("Annexure-F”)

COST AUDITOR

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

42. CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision making in the conduct of professional work. The Code of Conduct ensures that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also form part of the Code of Conduct.

All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

43. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the reporting period, no application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

44. SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.

45. WEBSITE OF THE COMPANY

Your Company maintains a website www.aayushfoods.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

46. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed a cordial relationship with workers and employees at all levels.

47. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2022-23, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) of the Companies Act, 2013.

48. ACKNOWLEDGEMENT

The Board of Directors of the Company wish to place on record their sincere thanks to the shareholders for their co-operation, faith and confidence in the management of the Company. The Company''s endeavor would be to merit the confidence reposed in it by its stakeholders. Your Board acknowledges the support and co-operation received from all the regulatory authorities of the Central Government and State Government, respectively. It also expresses its sincere appreciation of the employees at all levels for being encouraged to meet several challenges encountered and look forward to their valuable support and commitment in the times ahead.

By Order of the Board of Directors For Aayush Food and Herbs Limited Sd/-

Naveenakumar Kunjaru Pallavi Mittal

Managing Director Director Date: September 05, 2023

DIN: 07087891 DIN: 07704583 Place: New Delhi

---

Mar 31, 2015

The Board of Directors have immense pleasure in presenting the 31st Annual Report on the business and operations of the Company, together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2015.

BUSINESS REVIEW

The Financial year 2014-15 concluded with a Net Loss of Rs. 135,906/- for the company as compared to Net Profit of Rs. 25,871/- earned by the company in the previous financial year 2013-14.

SUMMARY OF THE FINANCIAL RESULTS

The working results of the Company for the year are as follows:

(Amount in Rs.)

Particulars 2014-15 2013-14

Sales and other Income 814,160 452,215

Operating Profit (PBIDT) (194,402) 15,614

Interest NIL NIL

Depreciation 105,000 95,363

Profit before Tax (194,402) 15,164

Tax Expenses:

Current NIL 2,980

Deferred (58,495) (13,237)

Profit/(Loss) after Tax (135,906) 25,871

DIVIDEND

In view of loss incurred, the Board regrets its inability to recommend payment of dividend to the shareholders.

RESERVES

The Company does not propose to transfer any sum to the General Reserve in view of Loss.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

SHARE CAPITAL

The Paid-up Equity Share Capital as on 31st March, 2015 was Rs. 32,450,000/-. During the year the Company has made preferential allotment of 30,00,000 (Thirty Lacs) Equity Shares at Rs. 12.50/- (Rupees Twelve and Fifty Paisa) per equity share (including premium of Rs. 2.50/- per share).

The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity during the year.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

DEPOSIT

During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

BUSINESS RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act. It establishes various levels of accountability and overview within the Company.

The Audit Committee of the Board of the Company has been entrusted with the task to frame, implement and monitor the risk management plan for the Company and it is responsible for reviewing the risk management plan and ensuring its effectiveness with an additional oversight in the area of financial risks and controls.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required by the Section 134(3)(m) of the Companies Act, 2013 ("the Act") read with rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors' Report for the year ended March 31, 2015 are as follows:

A. Conservation of energy-

(i) the steps taken or impact on conservation of energy: NIL

(ii) the steps taken by the company for utilizing alternate sources of energy: NIL

(iii) the capital investment on energy conservation equipments: NIL

B. Technology absorption-

(I) the efforts made towards technology absorption: NIL

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution: NIL

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NIL

(iv) the expenditure incurred on Research and Development: NIL

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

PARTICULARS OF CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

Company did not enter in any contract or arrangement with related party therefore, disclosure with reference to Section 188 of Companies Act, 2013 is not applicable on the Company.

SUBSIDIARY COMPANIES JOINT VENTURES & ASSOCIATE COMPANIES

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

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure A and is attached to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, with respect to Director's Responsibility Statement, it is hereby confirmed that:

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

(b) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit and loss of the Company for the year ended March 31, 2015;

(c) Proper and sufficient care has been taken 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;

(d) Annual Accounts of the Company had been prepared on a going concern basis.

(e) Internal Financial Controls had been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, following changes occurred in the position of Directors/KMP's of the Company:

- Ms. Neena Mittal, (DIN 01645878) was appointed as Director by the Board we.f. 10.08.2014. Shareholders confirmed her appointment in the AGM held on 20.09.2014.

- Mr. Sunil Mittal (DIN 00124175) and Mr. Ashish Mittal (DIN 02158722) were appointed as Directors by the Board we.f. 25.07.2014. We thank shareholders for confirming their appointment as Director and Managing Director, respectively in the AGM held on 20.09.2014.

- Mr. Sunil Mittal (DIN 00124175) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Board recommends his re-appointment.

- Mr. Atul Kumar Chaturvedi (DIN 01759365) and Mr. Ajay Mathur (DIN 01609016) was appointed as Additional Director we.f. 13.02.2015 and holds the said office till the date of the Annual General Meeting. Notice has been received from members proposing candidature for their reappointment. The Board recommends their appointment in the ensuing AGM.

- Also during the year Ms. Ruchi Aggarwal was appointed as Company Secretary (KMP) of the Company we.f. 02.02.2015.

- Further, Mr. Sanjeev Kumar (DIN 00947101) and Mr. Sanjay Kumar Sharma (DIN 02955139) have resigned from the post of Director we.f. 02.08.2014. Also, Mr. Devi Parsad (DIN 01963667) and Mr. Mahendra Pratap Singh (DIN 05318653) have resigned from the post of Director we.f. 30.03.2015. The Board places on record its deep appreciation for the services rendered by them during their association with the Company.

STATUTORY AUDITORS

M/s Sudhir Agarwal and Associates, (Firm Registration No. 509930C), Chartered Accountants, who are the statutory auditors of the Company, hold office until the conclusion of the ensuing AGM and are eligible for re-appointment. Members of the Company at the AGM held on 20th September, 2014 had approved the appointment of M/s Sudhir Agarwal and Associates, Chartered Accountants, as the Statutory Auditors for a period of five financial years i.e., up to 31st March, 2019. As required by the provisions of the Companies Act, 2013, their appointment should be ratified by members each year at the AGM. Accordingly, requisite resolution forms part of the notice convening the AGM.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS

No qualification, reservations or adverse remarks are made by the Auditors in their report.

INTERNAL AUDIT & CONTROLS

The Company continues to engage Ms. Disha Aggarwal, Chartered Accountant, having Membership no. 523124 as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Aayush Food and Herbs Limited at the time when there is unpublished price sensitive information.

PARTICULARS OF THE EMPLOYEES

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees drawing remuneration in excess of the limits set out in the said rules.

The information required pursuant to Section 197 of Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and other entitled thereto, excluding the information on employee's particulars which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the year 2014-2015, no complaints were received by the Company related to sexual harassment.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to Metropolitan Stock Exchange of India Limited where the Company's Shares are listed.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board For and on behalf of the Board

Sunil Mittal Ashish Mittal

Director Managing Director

DIN 00124175 DIN 02158722

Place: Delhi

Date : 28.08.2015

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Mar 31, 2014

The Board of Directors take pleasure in presenting the Annual Report on the business and operations of the Company, together with the Audited Statement of Accounts for the financial year ended on 31st March, 2014.

BUSINESS REVIEW

The Financial year 2013-14 concluded with a Net Profit of Rs 25,871.00/- for the company as compared to Rs. 9,614.00/- earned by the company in the previous Financial Year 2012- 13, the current financial yielded into profits, which could be duly attributable to the collective efforts of the management and the employees of the organization. The Company was aggressive in its quest for new contracts, executed on its full services strategy and maintained pricing disciplines. The Company focuses on its business to broaden its customer base and to set a benchmark in the competitive market.

FINANCIAL REVIEW

The working results of the Company for the year are as follows:

Rs. In Lacs

Particulars 2013-14 2012-13

Sales and other Income 4.52 20.51

Operating Profit (PBIDT) 0.15 0.21

Interest Cost NIL NIL

Depreciation 0.95 0.59

Profit before Tax 0.15 0.21

Tax Expenses:

Current 0,02 0.04

Deferred (0.13) 0.08

Profit after Tax 0.25 0.09

TRANSFER TO RESERVES IN TERMS OF SECTION 217 FILL OF THE COMPANIES ACT. 1256

The Company has not transferred any sum to Reserve for the financial year ended on 31st March, 2014.

DIVIDEND

The Company is having Distributable Profits in terms of provisions of Section 123 of Companies Act, 2013 for the Financial Year 2013-14. The management believes that the profits earned during the year must be retained and redeployed for the operations of the Company. As the Company needs additional funds to enhance its business operations, upgrade the efficiency and to meet out the deficiencies in working capital, the Directors do not recommend any dividend on Equity Shares for the financial year 2013-14.

DISCLOSURES UNDER SECTION 217 OF THE COMPANIES ACT. 1956

Except as disclosed elsewhere in this report, the following material changes have occurred between the end of the financial year of the Company and date of this report which can affect the financial position of the Company:

Preferential Allotment of Equity Shares:

The Company needs to mobilize funds for funding current and future expansion plans, working capital requirements and other general corporate purposes. Therefore, in order to meet the working capital requirements, the company is planning to increase the Authorized Capital and proposing an issue of Equity Shares on preferential basis.

No other material changes and commitments affecting the financial position of the Company have occurred between end of the financial year of the Company i.e 31st March, 2013 and the date of this Report.

PUBLIC DEPOSITS

During the Financial Year 2013-14, the Company has not accepted any deposits falling within the meaning of Section 58A of the Companies Act, 1956, read with the Companies [Acceptance of Deposits) Rules.

STATUTORY AUDITORS

The Board recommends appointment of M/s Sudhir Agarwal & Associates, Chartered Accountants, as Statutory Auditors of the Company in place of M/s Rajesh Laxroi & Associates, Chartered Accountants, who shall retire at the ensuing Annual General Meeting, to hold office for a term of 5 years. A certificate to the effect that their appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013 and Rule-4 of the Companies (Audit and Auditors) Rules, 2014 has also been furnished by them.

The Board recommends their appointment as Statutory Auditors of the Company from the Financial Year 2014-15 to 2018-19 subject to ratification by members of the Company by passing ordinary resolution at every Annual General Meeting.

AUDITORS' OBSERVATION

The Auditors Report has been annexed with this report. Auditors' observations are self explanatory, which do not call for any further clarifications.

DIRECTORS

Mr. Mahendra Pratap Singh has been appointed as Director of the Company w.e.f. 25th March, 2014. Being eligible, he has offered himself for re-appointment. The Board recommends his re-appointment as director liable to retire by rotation before the shareholders.

Further, Mr. Sunil Mittal, Mr. Ashish Mittal & Ms. Neena Mittal were appointed as an Additional Directors of the Company w.e.f. 25th July, 2014 & 10th August, 2014, to hold office up to the date of this Annual General Meeting of the company.

Also, during the year Mr. Suresh Chandra Joshi has resigned from the post of Director w.e.f 31st August, 2013 and Mr. Sanjeev Kumar & Mr. Sanjay Kumar Sharma has resigned from the post of Director w.e.f. 2nd August, 2014.

Company has received a notice pursuant to section 160 of the Companies Act, 2013, in writing, proposing the candidature of Mr. Sunil Mittal, Mr. Ashish Mittal & Ms, Neena Mittal for the office of Director. The Board therefore, recommends their appointment as Directors in the ensuing Annual General Meeting of the Company.

None of the Directors of the Company are disqualified under the provision of Section 164 of the Companies Act, 2013 as applicable on the date of this Directors' Report.

Following table shows the current composition of the Board.

S. No. Name DIN Designation Date of Appointment

1. Mr. Sunil Mittal 00124175 Additional 25/07/2014 Director

2 Mr. Devi Parsad 01963667 dIRECTOR 10/02/2013

3 Mr. Ashish Mittal 02158722 Additional 25/07/2014 Director

4. Mr. Mahendra Pratap 05318653 Director 25/03/2014 Singh

5. Ms. Neena Mittal 01645878 Additional 10/08/2014 Director

LISTING COMPLIANCES

Your Directors are pleased to inform you that during the year under review all compliances related to listing agreement with the Delhi Stock Exchange have been complied with.

COMPLIANCE CERTIFICATE UNDER SECTION 383A

As per the requirements of Section 383A of the Companies Act, 1956, the Compliance Certificate regarding compliance of various requirements of the Companies Act, 1956 and the rules made there under has been obtained from M/s Naresh Gupta & Associates, Company Secretaries, for the financial year ended on 31st March, 2014.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended by the Companies [Amendment) Act, 2000, the Directors confirm that:

[i] In the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed and there were no material departures.

(ii) We have selected the appropriate Accounting Policies described in the notes and applied consistently and have 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 the financial year and of the profit of the Company for that period.

[iii) Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

[iv] The annual accounts for the year ended 31st March, 2014 have been prepared on the historical cost convention, as a going concern basis.

PARTICULARS OF EMPLOYEES

None of the Employees of the Company was in receipt of remuneration, which was more than the limits as prescribed under Section 217(2AJ of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and hence no particulars are required to be disclosed in this Report

INDUSTRIAL RELATIONS

Industrial relation continues to be cordial. Your directors express deep appreciation for the dedicated services rendered by workers, staff officers of the company.

Employees today are looking for development opportunities, future career options, empowerment and work-life balance in an organization. Our people are our most important assets. We believe that our employees deliver the best quality and level of service and we are proud of our team members at all levels within your Company. Organizational values are at the heart of everything Limited employees do, both collectively and as individuals.

Your Directors recognize manpower as being amongst the key drivers of the business of your Company and place on record their sincere appreciation of the teamwork and dedication of all employees working across all its location. The Human Resource initiatives of the company in the year continued to be aligned with overall business strategy and individual career aspirations of staff members.

INFORMATION UNDER SECTION 217(11 (el OF THE COMPANIES ACT. 1956

The disclosure of particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 217(1] (e] of the Companies Act, 1956 read with Companies (Disclosure Of Particulars on The Report of Board Of Directors] Rules, 1988 forming part of the Directors' Report and is as under:

Conservation of Energy

The company does not have any proposal for additional investment with respect to conservation of energy therefore conservation of energy measures have not been furnished considering the nature of activities undertaken by the Company during the year under review.

Technology. Absorption .Adaptation and Innovation

Continuous efforts are being made for product improvement and cost reduction. The research and experiments are carried on as part of the normal business activities as such no separate figures are available.

Foreign Exchange Earning and Outgo

During the year there were no Export and Foreign Exchange earnings. The Foreign exchange and outgo was Nil.

Particulars Year Ended March 31, Year Ended March 31, 2014 2013

Earnings in Foreign currency Nil Nil

Expenditure in Foreign Nil Nil Currency

ACKNOWLEDGMENT

Your Directors also convey their gratitude to the Members of the Company for the confidence shown by them in the Company and thank the employees at all levels, who, through their untiring efforts, dedication, cooperation and commitment have enabled the Company to achieve its strategic corporate objectives.

Your Directors would like to express their grateful appreciation for assistance and Co- operation received from the financial institutions, Government Authorities, Customers, Vendors and Members during the year under review. They, also wish to place on record their deep sense of appreciation for the committed services of executives, staff and workers of Company.

For and on behalf of the Board of Directors

For Aayush Food aftd Herbs Limited

Place: New Delhi

Date: 14th August, 2014 Sunil Mittal

Chairman

To the Members of

Aayush Food And Herbs Limited

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Mar 31, 2013

Dear Shareholders

The Directors arc pleased to present the 29th Annual Report together with the Audited Statement of Accounts for the year ended 31Kl March, 2013.

Financial Results

PARTICULARS 2012-2013 2011-2012 (Rs in Lacs) (Rs in Lacs)

Sales and Other Income 20,51,450/- 3.56,35,165/-

Operating Profit (PBIDT) 81.654/- 1.85,893/-

Interest Cost - 6.400/-

Profit before Depreciation (PBDT) 81,654/- 1.79,493/-

Depreciation 59,806/- 78.215/-

Profit before Tax 21,848/- 1,01,278/-

Provision for Taxation 4,163/- 19 299/-

Profit after Tax 17,685/- 17,979/-

Operation

During the year under review your company did well. Your directors expect that the company will achieve new heights in the ensuing year.

Fixed Deposit

During the year under review the company has not accepted any deposit.

Dividend

Due to Insufficient Profit die director are unable to pay Dividend,

Directors

Mr. Suresh Chandra Joshi, director, retire by rotation as per the articles of association of the company.

Particulars of Employees

None of the employee is in receipt of remuneration in excess of the limits prescribed under section 217(2 A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,

Auditors

M/s Rajesh Laxmi & Associates, Chartered Accountants, the company's Auditors retire at conclusion of the an ensuing Annual General Meeting. They have signed their willingness to accept reappointment and have further confirmed their eligibility u/s 224(IB) of The Companies Act, 1956

Directors' Responsibility Statement

Pursuant to requirement under sub-section (2AA) of section 217 of the Companies Act 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the Annual Accounts, the applicable accounting standards, to the extent applicable, have been followed, ii. The Directors have 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 sale of affaire of the company as at 31st March 2013 and of the profit of the company for the year ended on that date.

ii. The Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

iii. The Directors have prepared the annual accounts of Company on a 'going concern basis, Information required under section 217(1)
i) Conservation of energy the opinion of the directors there is no need to take any measure in this regard. The company does not have any proposat for additional investment in this regard. The details of energy consumption are not required to be given.

ii) Technology absorption

The research and experiments are carried on as part of the normal business activities as such no separate figures are available.

Acknowledgment

Your Directors would like to express their grateful appreciation for the assistance and Co- operation received from the financial institutions, Government Authorities, Customers, Vendor and Members during the year under, review. Your directors also wish to place on record their defense of appreciation for the committed services of executives, staff and work of Company.

For and on behalf of the Board of Directors

For AAYUSH FOOD AND HERBS LTD. Auth Singh

Place: - Delhi Director

Date : - 29.05.2013

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Mar 31, 2012

The Directors present the 28th Annual Report of the Company together with the Audited Statement' of Accounts for the year ended the March 31 2012.

FINANCIAL RESULTS For the year ended 31st March (In Rs.) 2012 2011

Profit before interest & Depreciation 1,85,894.00 6,29,090.30

Less: interest & Other Charges 6,400.00 4,673.00

Less: Depreciation 78,215.00 1,07,575.00

Less: Extraordinary item NIL NIL

Profit before Tax 1,01,279.00 5,16,842.00

Fringe Benefits NIL NIL

Deferred Tax (589.00) (3,979.00)

Provision for Taxation (net) 19,299.00 1,34,597.00

Tax adjusted for earlier years NIL NIL

Profit after Tax 82,569.00 3,86,224 30

(Less): Balance brought forward from previous year 6,09,074.00 2,22,849.57

Balance carried to Balance Sheet 6,91,643.00 6,09,073.87

DIVIDEND

In the absence of adequate profit, Directors are unable to recommend dividend on equity shares.

MATERIAL CHANGES

There is no material change affecting the financial .position of the company which have occurred between the end of the finance year of the company to which the balance sheet relates and the date of report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As the Company's operations do not involve any manufacturing or processing activities the particulars as per the companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy, absorption, foreign exchange earnings and outgo are not applicable.

COMPLIANCE CERTIFICATE

Compliance Certificate pursuing to the provision of the Section 383A of Companies act, 1956 a Certificate from practicing Company secretary has been obtained and annexed hereto and the same forms an integral part of the report.

AUDITORS

The Board recommends the appointment of Rajesh Laxmi & Associates, Chartered Accounts, Delhi who is to hold office until the conclusion of ensuing Annual General Meeting and being eligible, officer themselves for reappointment as the Auditors of the company for the financial year 2011-2012. They have confirmed that their appointment, if approved, shall he within the limits laid down under section 224 (IB) of the Companies Act, 1956.

FIXED DEPOSITS

The company has not invited or availed Fixed Deposits from the Public during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of annual account,, the applicable account standards have been followed along with proper explanation relating to any departures;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so to give a n™ 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 the year under review;

iii) That the Directors have taken proper and suffic.ent care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies safeguarding the assets of the Company and. for preventing and a detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts for the year ended on March 31,2012 on a going concern basis.

PARTICULARS OF EMPLOYEES

Employee of the Company was in receipt of remuneration above the it specified under Section 217(2 A) of the Companies Act, 1956.

ACKNOWLEDGEMENT

The Directors of your Company Place on record their appreciation for the dedicated and since.. services rendered by the officers and staff at all levels.

For and on behalf of the Board

For Aayush Food and Herbs Limited

For Aayush Food And Herbs Limited For Aayush Food and Herbs Limited

Auth.Sing/Director Auth.Sing/Director

(Sunil Kr Place: Delhi Chsturvedi) (Suresh Chandra Joshi)

Date : 01.09.2012 (Director) (Director)

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Mar 31, 2011

The Directors present the 2701 Annual Report of the Company together with the Audited Statements of Accounts for {he year ended on March 31, 2011.

1. FINANCIAL RESULTS

For the year ended 31st March (in Rs.)

2011 2010

Profit before Interest & Depreciation 6,29,090.30 4,43,601.59

Less: Interest & Other Charges 4,673 NIL

Less: Depreciation 1,07,575.00 1,49,378,00

Less: Extraordinary item NIL NIL

Profit before Tax 5,16,842.30 2,94,223,59

Fringe Benefit Tax NIL NIL

Deferred Tax (3979.00) <7,745.00)

Provision for Taxation (net) 1,34,597.00 80,572.00

Tax adjusted for earlier years NIL 14,007.00

Profit after Tax 3,86,224 30 2,07,389.59

Add/ (Less): Balance brought forward from previous year 2,22,849,57 15,459.98

Balance carried to Balance Sheet 6,09,073.87 2,22,849.57

2. DIVIDEND

In the absence of adequate profit. Directors are unable to recommend dividend on equity shares.

3. MATERIAL CHANGES

There is no material changes, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the balance sheet relates and the date of report

4. DIRECTORS

Mr. Suresh Chandra Joshi, who retires by rotation and being eligible, offer himself for re - appointment. Mr. Suresh Chandra Joshi has been appointed as Additional Director with effect from 4th April, 2011 to hold office up to the date of forthcoming Annual General Meeting. The Board recommends appointment of Mr. Suresh Chandra Joshi as Regular Director of the company,

5. COMPLIANCE CERTIFICATE

Compliance Certificate pursuing to the provision of the Section 383A of Companies Act, 1956, a Certificate from Practicing Company Secretary has been obtained and annexed hereto and the same forms an integral part of the report

6. AUDITORS & AUDITORS REPORT

The Board recommends the appointment of M/s Rajesh Laxmi & Associates, Chartered Accountants, Delhi who is to hold office until the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as the Auditors of the company for the financial year 2010-2011. They have confirmed that their appointment, if approved, shall be within the limits laid down under section 224 (1B) of the Companies Act, 1956.The Auditors' Report does not have any adverse remarks and do not call for any clarification.

7. FIXED DEPOSITS

The Company has not invited or availed Fixed Deposits from the public during the year under review.

8. DIRECTORS RESPONSIBILITY STATEMFMT

Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to any departures;

ii) That the Directors have 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 the financial year and of the profit or loss of the Company for the year under review;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 195G for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

iv) That the Directors have prepared the annual accounts for the year ended on March 31, 2011 on a going concern basis'.

9. PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of remuneration above the limit specified under Section 217(2A) of the Companies Act, 1956.

10. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

As the Company's operations do not involve any manufacturing or processing activities, the particulars as per the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules. 1988, regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable.

11. ACKNOWLEDGEMENT

The Directors of your Company place on record their appreciation for the dedicated and sincere services rendered by the officers and staff at all levels.

for and or behalf of the Board

For Aayush Food and Herbs Ltd

Aayush Food And Herbs Limited

Place: Delhi

Date: 02.09.2011
Director Director