Directors Report of Influx Healthtech Ltd.

Mar 31, 2025

Your directors have pleasure to present the 5 ^th (Fifth) Director''s Report together with the Audited Statement
of Accounts of Influx Healthtech Limited (“the Company”) for the year ended March 31, 2025.

1. FINANCIAL PERFORMANCE

The financial results of the Company for the Financial Year 2024-25 as compared with the previous Financial
Year are as under:

fR c in Inlshc nnlocc nfhorAA/ico ^tritorll

Particulars	Financial Year ended	Financial Year ended
	31/03/2025	31/03/2024
Revenue from Operations	10,485.36	9,996.51
Other Income	13.31	5.09
Total Income	10,498.68	10,001.60
Total Expenses	8,727.27	8,508.09
Profit/(loss) before Tax (EBT)	1,771.41	1,493.51
Provision for Income Tax
(i) Current Tax	440.99	417.66
(ii) Deferred Tax	10.32	(29.96)
(iii) Short/Excess Provision for Income Tax	(7.22)	-
Net Profit/(Loss) After Tax	1,327.32	1,105.80
EPS	7.31	6.09

2. STATE OF THE COMPANY''S AFFAIRS

The Company is engaged in the development and manufacturing of a diverse range of healthcare products,
including dietary and nutritional supplements (tablets, capsules, soft gels, liquid orals, oral powders,
effervescent tablets, gummies), cosmetic and personal care formulations (creams, gels, external oils, soaps),
Ayurvedic and herbal products, veterinary feed supplements, and homecare items, all produced in GMP,
HACCP, ISO 22000, Halal and US FDA registered facilities to ensure stringent quality control and regulatory
compliance. There has been no change in the nature of the Company''s business during the financial year
ended March 31, 2025.

The highlights of the Company''s performance are as under:

i. Revenue from operations for the year ended on March 31, 2025 and March 31, 2024 is INR 10,485.36
Lakhs and INR 9,996.51 Lakhs.

ii. Other incomes for the year ended for the year ended on March 31, 2025 and March 31, 2024 is INR
13.31 Lakhs and INR 5.09 Lakhs.

iii. Net profit for the year ended for the year ended on March 31, 2025 and March 31, 2024 is INR
1,327.32 Lakhs and INR 1,105.80 Lakhs.

3. RESERVES

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings.

4. DIVIDEND

To conserve the resources for future growth of the company, your directors do not propose any dividend for
the current year. Your Company''s policy on Dividend Distribution is available at
https://influxhealthtech.com/investor-relations/

5. HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

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

6. SHARE CAPITAL

The Authorised Share Capital as on March 31, 2025 was INR 25,00,00,000/- divided into 2,50,00,000 Equity
Shares of INR 10/- each.

The Paid-up share capital as on March 31, 2025 was INR 18,15,00,000/- divided into 1,81,50,000 Equity
Shares of INR 10/- each.

> Increase in Authorised Share Capital:

The Company has Increased the Authorised Share Capital of the company from INR 10,00,00,000/-to INR
25,00,00,000/- divided into 2,50,00,000 Equity shares of INR 10/- each vide Shareholder''s resolution
passed on April 04, 2024.

> Increase Paid Up Share Capital:

During the year, your company had issued bonus shares in the ratio of 725:1 i.e. Seven hundred and
twenty-five new equity Shares of INR 10/- each for every one equity share of INR 10/- each fully paid up
vide Allotment resolution dated July 31, 2024. Post Issuance of bonus Share, The Paid-up share capital of
the company was INR 18,15,00,000/-.

INITIAL PUBLIC OFFER ("IPO”) AND LISTING OF EQUITY SHARES

The Company conducted its initial public offering (IPO) of 61,00,800 Equity Shares, each with a face value of
^ 10/- in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The shares
were offered at a price of ^ 96/- per share, including a premium of ^ 86/- per share.

The IPO was open for subscription from June 18, 2025, to June 20, 2025. The shares were allotted to
applicants on June 23, 2025, at the offer price of ^ 96/- per share. The Company''s equity shares began trading
on the SME Platform (EMERGE) of the National Stock Exchange of India Limited (NSE) from June 25, 2025.

The Company, vide its Prospectus dated June 23, 2025 (“Prospectus”) raised ^4800.38 Lakhs by issuing
50,00,400 Fresh Equity Shares and 11,00,400 Equity Shares by way of an Offer for Sale by the selling
shareholder, Mr. Munir Abdul Ganee Chandniwala.

7. CHANGE IN NAME OF THE COMPANY

During the year under review, Company has not changed the Name.

8. CHANGE IN REGISTERED OFFICE

During the year under review, the Company has not changed its Registered Office.

9. 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

There have been no material changes and commitments, affecting the financial position of the Company
which occurred between the end of the financial year of the Company to which the financial statements relate
and the date of the report except:

The Company did come up with Initial Public Offer and had raised ^4800.38 Lakhs by issuing 50,00,400
Fresh Equity Shares and 11,00,400 Equity Shares by way of an Offer for Sale by the selling shareholder, Mr.
Munir Abdul Ganee Chandniwala. The equity shares of the company got listed on NSE Emerge w.e.f. June 25,
2025.

10. DEPOSITS FROM PUBLIC

The Company, during the year, has not invited/ accepted any deposit other than the exempted deposit as
prescribed under the provision of the Companies Act, 2013, and the rules framed there under, as amended
from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and
(vi) of Companies (Accounts) Rules, 2014.

However, during the financial year:

i. The Company has borrowed money(ies) from Directors of the Company in pursuant to Rule 2(c)(viii)
of the Companies (Acceptance of Deposits) Rules, 2014, amended from time to time, and said amount
is not being given out of funds acquired by him/them by borrowing or accepting loans or deposits
from others.

ii. The Company has repaid the loan borrowed from banking company in pursuant to Rule 2(c)(iii) of
the Companies (Acceptance of Deposits) Rules, 2014, amended from time to time.

iii. There is outstanding security deposit collected from customers for the performance of the contract
for the supply of goods or the provision of services, in accordance with Rule 2(c)(xii)(c) of the
Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

12. CHANGE IN THE NATURE OF BUSINESS

During the financial year ended March 31, 2025, the Company''s core business operations remained
consistent. During the same period, the Company successfully expanded its product portfolio by launching
of a new offering Ayurvedic Gummies, Oral Dissolving Powder, Pet Food for Dogs, Nutrition T oppers for Pets,
Popped Chips, Pet Food for Cats & Nutritional Oral Gel in FY 2024-25.

13. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the
report as Annexure I and is incorporated herein by reference and forms an integral part of this report.

14. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies
(Accounts) Rules, 2014, are as follows:

a). Conservation of energy-

(i)	the steps taken or impact on conservation of energy	Continuous Monitoring on electricity uses to reduce the misuse or wastage of electricity at factory and office premise
(ii)	the steps taken by the company for utilizing	NIL
	alternate sources of energy
(iii)	the capital investment on energy conservation	NIL
	equipments

b). Technology absorption-

(i)	the efforts made by the Company towards technology absorption	NIL
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	NIL
(iii)	The information regarding imported technology (imported during the last three years)-	NIL
	(a) the details of technology imported	NIL
	(b) the year of import	NIL
	(c) whether the technology been fully absorbed	NIL
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	NIL
(iv)	the expenditure incurred on Research and Development	NIL

Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo
during the year in terms of actual outflows are as follows:

(Rs. In Lakhs, unless otherwise stated)

Particulars	Current Year (2024-25) (INR)	Previous Year (2023-24) (INR)
Export of Goods on F.O.B Basis	61.03	25.58
C.I.F Value of Import	-	-
Remittance of Dividend in Foreign Currency	-	-
Expenditure in Foreign	27.47	2.32
Currency

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

> Retirement by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Abdul Ganee Abdul Rasul
Chandniwala, Non-Executive Director is liable to retire by rotation and is eligible to offer himself for re
appointment. The Board recommends his re-appointment.

> Changes in Board of Directors & Key Managerial Personnel:

The following changes occurred during the year in the composition of the Board of Directors and Key
Managerial Personnel:

Sr. No.	Name of Director & KMP	Effective Date of Change	Nature of Change	Designation
1.	Mr. Mohmad Saleh Mutvalli	June 11, 2024	Appointment	Additional Independent Director
2.	Mr. Vipul Balubhai Patel	June 11, 2024	Appointment	Additional Independent Director
3.	Mr. Mohmad Saleh Mutvalli	July 13, 2024	Change in designation	Independent Director
4.	Mr. Vipul Balubhai Patel	July 13, 2024	Change in designation	Independent Director
5.	Mr. Ashok Kumar Jain	July 26, 2024	Appointment	Additional Independent Director
6.	Mrs. Shirin Munir Ahmed Chandniwala	July 26, 2024	Change in designation	Executive Director
7.	Mr. Munir Abdul Ganee Chandniwala	July 30, 2024	Change in designation	Managing Director & Chairmen
8.	Mrs. Shirin Munir Ahmed Chandniwala	July 30, 2024	Change in designation	Whole Time Director
9.	Mr. Ashok Kumar Jain	July 30, 2024	Change in designation	Independent Director
10.	Mr. Mohmad Saleh Mutvalli	August 07, 2024	Resignation	Independent Director

> Declaration by Independent Directors:

Your Company has received declarations from all the Independent Directors, confirming that they meet
the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act,
2013, along with the rules framed thereunder, and Regulation 16(1)(b) of the SEBI Listing Regulations.
There has been no change in the circumstances affecting their status as Independent Directors of the
Company.

The Independent Directors are familiarized with their roles, rights, and responsibilities, as well as with
the nature of the industry and business model, through an induction program at the time of their
appointment as Director. Additionally, they are kept informed through presentations on the economy
and industry overview, key regulatory developments, strategy, and performance, which are made to the
Directors from time to time.

> Details of Board Meetings:

During the Financial year 2024-25, Twenty-three (23) board meetings were held. The interval between
any two meetings was well within the maximum allowed gap of 120 days.

The Composition of Board of directors and the details of meetings attended by the board of directors
during the year are given below.

	Sr. No.	Date of Board Meeting	Directors Present
	1.	April 1, 2024	Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala
	2.	April 8, 2024	Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala
	3.	May 2, 2024	Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala
	4.	June 11, 2024	Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala
	5.	July 12, 2024	Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala
	6.	July 26, 2024	Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala
	7.	July 30, 2024	Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain
	8.	July 31, 2024	Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain
	9.	August 7, 2024	Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain
	10	August 9, 2024	Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain Mr. Vipul Balubhai Patel
	11.	August 20, 2024	Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain

		Mr. Vipul Balubhai Patel
12.	September 2, 2024	Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain Mr. Vipul Balubhai Patel
13.	September 16, 2024	Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain Mr. Vipul Balubhai Patel
14.	October 4, 2024	Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain Mr. Vipul Balubhai Patel
15.	October 30, 2024	Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain Mr. Vipul Balubhai Patel
16.	December 16, 2024	Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain Mr. Vipul Balubhai Patel
17.	December 18, 2024	Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain Mr. Vipul Balubhai Patel
18.	December 23, 2024	Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain Mr. Vipul Balubhai Patel
19.	January 3, 2025	Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain Mr. Vipul Balubhai Patel

	20.	January 20, 2025	Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain Mr. Vipul Balubhai Patel
	21.	January 31, 2025	Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain Mr. Vipul Balubhai Patel
	22.	February 4, 2025	Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain Mr. Vipul Balubhai Patel
	23.	March 25, 2025	Mr. Munir Abdul Ganee Chandniwala Mrs. Shirin Munir Ahmed Chandniwala Mr. Abdul Ganee Abdul Rasul Chandniwala Mr. Ashok Kumar Jain Mr. Vipul Balubhai Patel

16. Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the

Company hereby confirm that:

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

b) Such Accounting Policies have been selected and applied consistently, and judgements and estimates
have been made that are reasonable and prudent to give a true and fair view of the Company''s state
of affairs as on March 31, 2025, and of the Company''s profit or loss for the year ended on that date;

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) The annual Financial Statements have been prepared on a Going Concern Basis.

e) Internal financial controls have been laid down to be followed by the Company and that such internal
financial controls were adequate and operating effectively.

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

17. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, had adopted a formal mechanism for evaluating its own performance and
as well as that of its committee and individual Directors, including the chairperson of the Board. The Exercise
was carried out through a structured evaluation process covering the various aspects of the Board''s
functioning such as composition of board & committees, experience & competencies, performance of specific
duties & obligations, governance issues etc.

The evaluation of the independent Directors was carried out by Board, except the independent Director
being evaluated and the evaluation of chairperson and the non-independent Directors were carried out by
the independent Director.

18. COMMITTEES OF THE BOARD

Matters of policy and other relevant and significant information are furnished regularly to the Board. To
provide better Corporate Governance & transparency, currently, your Board has four (4) Committees viz.,
Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and
Stakeholder Relationship Committee to investigate various aspects for which they have been constituted.
The Board fixes the terms of reference of Committees and delegate powers from time to time.

AUDIT COMMITTEE

The Audit Committee comprises of non-executive Independent Director and Executive Director as its
Member. The Chairman of the committee is Independent Director.

During the Financial year 2024-25, Four (4) meeting of audit committee held on September 16, 2024,
November 7, 2024, January 20, 2025 and March 27, 2025.

The Composition of Audit Committee and the details of meetings attended by members during the year are
given below.

Name of the Director	Status in the Committee	Nature of Directorship	No. of committee Meetings Held & Entitled to Attend	No. of committee Meetings Attended
Mr. Ashok Kumar Jain	Chairman	Independent Director	4	4

	Mr. Vipul Balubhai Patel	Member	Independent Director	4	4
	Mrs. Shirin Munir Ahmed	Member	Whole Time	4	4
	Chandniwala		Director

RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD
ALONG WITH REASONS

All the recommendations made by the Audit Committee are accepted and implemented by the Board of
Directors.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Independent Directors and non-executive
Director as its member. The Chairman of the Committee is an Independent Director.

During the Financial year 2024-25, One (1) meeting of the Nomination and Remuneration Committee were
held on September 16, 2024.

The Composition of Nomination and Remuneration Committee and the details of meetings attended by
members during the year are given below.

Name of the Director	Status in the Committee	Nature of Directorship	No. of committee Meetings Held & Entitled to Attend	No. of committee Meetings Attended
Mr. Ashok Kumar Jain	Chairman	Independent Director	1	1
Mr. Vipul Balubhai Patel	Member	Independent Director	1	1
Mr. Abdul Ganee Abdul Rasul Chandniwala	Member	Non-Executive Director	1	1

STAKEHOLDER RELATIONSHIP COMMITTEE

The stakeholder relationship committee comprises of Managing Director, Whole-time Director and one
Independent Director as its member. The Chairman of the Committee is an Independent Director.

During the Financial year 2024-25, One (1) meeting of Stakeholder Relationship Committee was held on
March 31, 2025.

The Composition of Stakeholder and Relationship Committee and the details of meetings attended by the
members during the year are given below:

Name of the Director	Status in the Committee	Nature of Directorship	No. of committee Meetings Held & Entitled to Attend	No. of committee Meetings Attended
Mr. Vipul Balubhai Patel	Chairman	Independent Director	1	1
Mr. Munir Abdul Ganee Chandniwala	Member	Chairman and Managing Director	1	1
Mrs. Shirin Munir Ahmed Chandniwala	Member	Whole Time Director	1	1

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility committee comprises of Managing Director, Whole Time Director and
one Independent Director as its member. The Chairman of the Committee is Executive Director.

During the Financial year 2024-25, Two (2) meeting of Corporate Social Responsibility Committee were held
on October 15, 2024 and February 24, 2025.

The Composition of Corporate Social Responsibility Committee and the details of meetings attended by the
members during the year are given below:

Name of the Director	Status in the Committee	Nature of Directorship	No. of committee Meetings Held & Entitled to Attend	No. of committee Meetings Attended
Mr. Munir Abdul Ganee Chandniwala	Chairman	Chairman and Managing Director	2	2
Mr. Ashok Kumar Jain	Member	Independent Director	2	2
Mrs. Shirin Munir Ahmed Chandniwala	Member	Whole Time Director	2	2

19. PARTICULARS REGARDING EMPLOYEES'' REMUNERATION

During the year under review, the details of employees drawing remuneration which is in excess of the limit
as prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-
II(a).

The information pertaining to section 197 read with rules 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel), 2014 is annexed herewith as Annexure-II (b).

20. ANNUAL RETURN

The Annual return referred to in Sub Section (3) of Section 92 of the Companies Act, 2013, for the financial
year ended March 31, 2025 will be placed on the website of the company at

https://influxhealthtech.com/investor-relations/

21. STATUTORY AUDITORS'' AND AUDITORS'' REPORT

The Auditor, M/s V.B. Goel & Co., Chartered Accountants, (FRN: 115906W) were appointed as Statutory
Auditor of the Company to hold office from September 30, 2024 for a term of five years in terms of Section
139 of the Companies Act, 2013.

Further the observations of the Statutory Auditors, when read together with the relevant notes to the
accounts and accounting policies are self-explanatory and do not call for any further comment.

There are no qualifications or adverse remarks in the Auditor''s Report.

22. FRAUD S REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT U/S 143(12)

There were no frauds reported by the auditors under section 143(12) of Companies Act, 2013 during their
course of audit for the financial year 2024-2025.

23. INTERNAL AUDITOR

In terms of Section 138 of the Companies Act, 2013, an internal auditor is required to be appointed by every
listed company and such other class of companies as prescribed by the Ministry of Corporate Affairs. During
the financial year 2024-25, the Company did not meet the applicability thresholds specified under Section
138. Consequently, no internal auditor has been appointed for financial year 2024-25.

24. COST AUDITOR

Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of
the Companies Act, 2013 are not applicable to the Company. Hence, the Board of Directors of your company
had not appointed Cost Auditor for obtaining Cost Audit Report of the company for the financial year 2024¬

25.

25. DISCLOSURES AS MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF
THE COMPANIES ACT, 2013

The Company falls within the ambit of Section 148(1) of the Companies Act, 2013, as it is required to
maintain cost records, and it has duly prepared and maintained such cost records in compliance with the
applicable statutory provisions.

26. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013, every listed company and certain classes of public
companies meeting prescribed thresholds are required to annex a secretarial audit report to their Board''s
report. For the financial year 2024-25, the Company did not meet the applicability criteria relating to listing
status, paid-up share capital, turnover or borrowings as specified under Section 204. Consequently, no
secretarial auditor has been appointed for financial year 2024-25.

Furthermore, pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Regulation 24A concerning Secretarial Auditor and Secretarial Compliance Report is not
applicable to companies listed on the SME Exchange. Consequently, the Company is not required to take
approval of shareholders at the said Annual General Meeting.

However, The Audit Committee and the Board would consider the appointment of Secretarial auditor for FY
2025-26 in due course and the same would be intimated accordingly.

27. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company''s internal control systems are adequate and commensurate with the nature and size of the
Company, and it ensures:

• Timely and accurate financial reporting in accordance with applicable accounting standards.

• Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

• Compliance with applicable laws, regulations and management policies.

28. EMPLOYEES'' STOCK OPTION PLAN

The Company has not provided stock options to any employee during the period.

29. RISK MANAGEMENT POLICY

The Company has laid down the procedure to inform the Board about the risk assessment and minimization
procedures. These procedures are reviewed by the Board annually to ensure that there is timely
identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and
timely monitoring and reporting.

The Company does not fall under the ambit of top 1000 listed entities, determined on the basis of market
capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation
21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

30. CORPORATE GOVERNANCE REPORT

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions
shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding INR 10 Crore and Net worth not
exceeding INR 25 Crore, as on the last day of the previous financial year;

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

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of
Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for
the financial year 2024-25.

31. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis
and were in the ordinary course of business. There are no materially significant related party transactions
made by the company with related parties which may have potential conflict with the interest of the company
at large. Your directors draw your attention to notes to the financial statements for detailed related parties''
transactions entered during the year.

Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members
/ Shareholders has been obtained for such transactions. However, as part of good corporate governance, all
related party transactions covered under Section 188 of the Act are approved by the Audit committee and
Board of directors.

The form AOC- 2 is attached as Annexure - III with this report.

32. CORPORATE SOCIAL RESPONSIBILITY

In compliance with the provisions of section 135 of Companies Act, 2013 and the Companies (Corporate
Social Responsibility Policy) Rules, 2014, the Company has adopted Corporate Social Responsibility Policy.
In order to implement CSR Policy, the Company has constituted CSR Committee. The brief outline of the
Corporate Social Responsibility (CSR) Policy of the Company, Constitution Committee, the initiatives
undertaken by the Company on CSR activities during the year and other disclosures are set out in Annexure-
IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules,
2014.

The company, through its Corporate Social Responsibility (CSR) initiative, remains committed to
developmental projects that focus on eradicating hunger, Promoting Education and healthcare for
underprivileged sections of society and other stakeholders. By addressing the basic needs of local
communities, the company continues to foster value creation within the society and the regions it serves.
Through its services, conduct, and initiatives, it actively promotes sustained growth for the community and
fulfills its role as a socially responsible corporate entity.

33. POLICIES OF THE COMPANY

> Nomination and Remuneration Policy

The Nomination and Remuneration Committee (''NRC'') formulates and recommends to the Board the
appropriate qualifications, positive attributes, characteristics, skills and experience required for the Board
as a whole and its individual members with the objective of having a Board with diverse backgrounds and
experience in business, government, education and public service. The Policy for Nomination and
remuneration of Directors and determining Directors'' independence is available on our website at
https://influxhealthtech.com/wp-content/uploads/2024/08/Nomination-and-Remuneration-Policy-1.pdf

The committee inter alia ensures that:

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and
motivate directors and key managerial personnel of the quality required to run the company
successfully.

b. relationship of remuneration to performance is clear and meets appropriate performance
benchmarks and relationship of remuneration to performance is clear and meets appropriate
performance benchmarks and

c. remuneration to directors, key managerial personnel and senior management involves a balance
between fixed and incentive pay reflecting short and long-term performance objectives appropriate
to the working of the company and its goals.

> Policy on Materiality of Related Party Transaction

Your Company has adopted the policy on Materiality of Related Party T ransaction to set out the dealing with
the transaction between the Company and its related parties. The Policy on Materiality of Related Party
Transaction has been available on the website of the Company at https://influxhealthtech.com/wp-
content/uploads/2024/08/Policy-on-Materiality-of-Related-Party-Transactions.pdf

> Policy of Code of Conduct for Director and Senior Management

Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and
ensure compliance with legal requirements. The Policy on Code of Conduct for Director and Senior
Management has been available on the website of the Company at https://influxhealthtech.com/wp-
content/uploads/2024/08/Code-of-Conduct-of-Board-Senior-Management.pdf

> Prohibition of Insider Trading

Pursuant to provisions of the regulations, the Board has formulated and implemented a Code of Conduct to
regulate, monitor and report trading by employees and other connected persons and code of practices and
procedure for fair disclosure of unpublished price Sensitive Information. The same has been available on the
website of the Company at https://influxhealthtech.com/wp-content/uploads/2024/08/Prohibition-of-
Insider-T rading-Policy.pdf

> Policy On the Preservation of Documents and Archive Policy

Pursuant to provision of the regulations, the board has formulated the policy on the Preservation of
Documents & Archive policy. The same has been available at the website of company at

https://influxhealthtech.com/wp-content/uploads/2024/08/Policy-for-Preservation-of-Documents.pdf

> Dividend Distribution Policy

Pursuant to Provisions of Regulations, the Company has adopted the Dividend Distribution Policy, which
covers various parameters based on which the Board may recommend or declare Dividend. The same has
been available at the website of company at https://influxhealthtech.com/wp-

content/uploads/2024/08/Dividend-Distribution-Policy.pdf

> Vigil Mechanism/Whistle Blower Mechanism

Your Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if
any. The Vigil Mechanism has been available on the website of the Company at

https://influxhealthtech.com/wp-content/uploads/2024/08/Whistle-Blower-Policy.pdf

> Policy On Determination and Disclosure of Materiality of Events and Information

Your Company has adopted a Policy on Determination and Disclosure of Materiality of Events and
Information. The Policy on Determination and Disclosure of Materiality of Events and Information has been
available on the website of the Company at https://influxhealthtech.com/wp-

content/uploads/2024/08/Policy-for-Disclosure-Determination-of-Materiality-of-Events-or-
Information.pdf

> Policy On Identification of Group Companies & Material Creditors and material litigations

Your Company has adopted a Policy on Identification of Group Companies & Material Creditors and material
litigations. Policy On Identification of Group Companies & Material Creditors and material litigations has
been available on the website of the Company at https://influxhealthtech.com/wp-

content/uploads/2024/08/Policy-on-Identification-of-Group-Companies-Material-Creditors-and-Material-

Litigations.pdf

> Policy of making Payments to Non-Executive Directors

Your Company has adopted a Policy of making Payments to Non-Executive Directors. Policy of making
Payments to Non-Executive Directors has been available on the website of the Company at
https://influxhealthtech.com/wp-content/uploads/2024/08/Policy-of-Making-Payments-to-Non-
Executive-Directors.pdf

> Code of Conduct of Board & Senior Management

Your Company has adopted code of conduct of Board & Senior Management. The Code of Conduct of Board
& Senior Management has been available on the website of the company at
https://influxhealthtech.com/wp-content/uploads/2024/08/Code-of-Conduct-of-Board-Senior-
Management.pdf

34. SECRETARIAL STANDARD

Your directors'' states that they have devised proper systems to ensure compliance with the Secretarial
Standards and that such system are adequate and operating effectively.

35. OTHER REGULATORY REQUIREMENT

The Company has been complied with all regulatory requirements of central government and state
government and there were no significant and material orders passed by the Regulators or Courts or
Tribunals during the year impacting the going concern status and the Company''s operations in future.

36. GENERAL SHAREHOLDER INFORMATION

A	AGM: Day, Date, Time and Venue	Tuesday, September 9, 2025, at 12:00 P.M through V.C
B	Financial Year	2024-25
C	Cut-off date for the purpose of determining shareholders for voting	September 3, 2025
D	Listing on Stock Exchanges	NSE-Emerge
E	Scrip Code/Symbol	INFLUX
F	ISIN	INE0MYZ01012
G	Payment of Listing Fees	The Company confirms that it has paid Annual Listing fees due to the stock exchange.
H	Market Price Data (High, Low during each month in last financial year 2024-25)	Not Applicable as the Company is listed on June 25, 2025.
I	Registrar and Share Transfer Agents	Maashitla Securities Private Limited

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013.
Under the said Act every company is required to set up an Internal Complaints Committee to look into
complaints relating to sexual harassment at workplace of any women employee.

The Company is committed to provide a safe and conducive work environment to its employees during the
year under review. The Company has adopted a policy for prevention of Sexual Harassment of Women at
workplace and has set up Committee for implementation of said policy. During the year Company has not
received any complaint of harassment. Policy on Prevention of Sexual Harassment has been available on the
website of the Company at https://influxhealthtech.com/wp-content/uploads/2024/08/Prevention-of-
Sexual-Harrassment-Policy.pdf

Details of Complaints of Sexual Harassment Received During Year:

Number of Complaints of Sexual	Number of complaints disposed	Number of Cases Pending for
Harassment Received During the Year	off during the year	More than Ninety Days
0	0	0

The Company has not received any complaints of workplace complaints, including complaints on sexual
harassment during the year under review.

38. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

The Board of Directors recognizes the importance of maternity benefits in fostering a supportive and
inclusive workplace. In accordance with the provisions of the Maternity Benefit Act, 1961, and the company''s
commitment to employee welfare, we continue to ensure that all eligible female employees receive maternity
benefits as prescribed under the law.

39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013 read with The Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, (''Rules''), the dividends,
unclaimed for a consecutive period of seven years from the date of transfer to the Unpaid Dividend Account
of the Company are liable to be transferred to IEPF. Further, the shares (excluding the disputed cases having
specific orders of the Court, Tribunal or any Statutory Authority restraining such transfer) pertaining to
which dividend remains unclaimed for a period of continuous seven years from the date of transfer of the
dividend to the unpaid dividend account are also mandatorily required to be transferred to the IEPF
established by the Central Government.

Any person whose unclaimed dividend and shares pertaining thereto, matured deposits, matured
debentures, application money due for refund, or interest thereon, sale proceeds of fractional shares,
redemption proceeds of preference shares, amongst others has been transferred to the IEPF Fund can claim
their due amount from the IEPF Authority by making an electronic application in e-form IEPF-5. Upon
submitting a duly completed form, Shareholders are required to take a print of the same and send physical
copy duly signed along with requisite documents as specified in the form to the attention of the Nodal Officer,
at the Registered Office of the Company. The e-form can be downloaded from the website of Ministry of
Corporate Affairs www.iepf.gov.in.

Shareholders are requested to get in touch with the RTA for encashing the unclaimed
dividend/interest/principal amount, if any, standing to the credit of their account.

During the year, no amount of unclaimed dividend has been transferred to IEPF.

40. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 AND THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There were no applications which are made by or against the company under The Insolvency and Bankruptcy
Code, 2016 during the year.

41. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES
ACT 2013

The Company has used accounting software for maintaining its books of account for the financial year ended
March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated
throughout the year for all relevant transactions recorded in the softwares.

42. SIGNIFICANT AND MATERIAL LITIGATIONS AND ORDER

During the year, there were no significant and material orders passed by the Regulators / Courts which
would impact the going concern status of the Company and its future operations.

43. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THERE OF

As Company has not done any one-time settlement during the year under review hence no disclosure is
required.

44. ACKNOWLEDGEMENT

Your directors thank the various Central and State Government Departments, Organizations and Agencies
for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all
stakeholders of the Company viz. members, vendors, banks and other business partners for the excellent
support received from them during the year. The Directors place on record their sincere appreciation to all
employees of the Company for their unstinted commitment and continued contribution to the Company.

Registered Office: By Order of the Board of Directors of

109, Ghanshyam Enclave Influx Healthtech Limited

Premises Co-op Soc Plot No.

856, Laljipada, Kandivali
West, Mumbai - 400067
Maharashtra, India.

Sd/- Sd/-

Date: August 14, 2025 Mrs. Shirin Munir Ahmed Chandniwala Mr. Munir Abdul Ganee Chandniwala

Place: Mumbai Whole-time Director Chairman and Managing Director

DIN:08459623 DIN:08459582