Directors Report of Vaidya Sane Ayurved Laboratories Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 25^th Board Report of the Company with the Audited Financial Statements for the year ended 31^st March, 2024.

FINANCIAL SUMMARY:

The Company’s financial summary for the year under review along with previous year figures is given hereunder:

(INR in Lakhs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24
Total Income	9889.07	10,038.63	10,108.26
Profit/(Loss)Before Interest and depreciation	472.70	969.58	425.47
Interest	24.82	18.75	24.82
Depreciation	302.64	259.79	314.19
Profit/(Loss)Before Tax	145.24	691.04	286.46
Less: Current Tax	40.62	172.26	83.38
Less: Deferred Tax Adjustment	0.12	(0.22)	4.05
Profit/(Loss)After Tax	104.50	519.00	198.03

PERFORMANCE REVIEW:

The Company’s Revenue from operation for 2023-24 was '' 9,733.44 Lakhs as compared with '' 9,902.54 Lakhs during the previous year. The year has resulted in a net profit after tax of '' 104.50Lakhs compared with '' 519.00 Lakhs during the last year.

TRANSFER TO RESERVES:

The Board of Directors has transferred net profit of the year '' 104.50 Lacs to General Reserve maintained by the Company.

DIVIDEND:

The Board of Directors have not recommended any dividend for the financial year under review.

STATE OF AFFAIRS AND FUTURE OUTLOOK:

State of Affairs:

Your Company being part of the Ayurveda industry and one of the pioneer of Disease Reversal Programs for chronic diseases like Diabetes, Hypertension, Heart Blockages, obesity etc. Company’s research-based therapies and treatments are key revenue contributor in the overall revenue. Your company is determined to maintain its leadership position in Ayurveda Industry. Further, your Company remains confident of company’s market standing in the industry with its experienced team of Doctors, wide range of research based Ayurvedic treatments and wellness services, investments in technology with widely spread 300 plus clinic infrastructure in more than 8 states of the Country as of date of report. Your Company is continuously focusing on improving operating efficiencies and reducing cost for better financial performance.

Your Company has always been striving to improve Lifestyle of patients by curing and treating Lifestyle disorders like Diabetes, Hypertension, obesity etc. with optimum combination of modern technology and traditional Ayurved therapies & wellness treatments,

The Madhavbaug Swasthya Parivaar Community Platform is a transformative initiative designed to support individuals struggling with lifestyle diseases such as heart disease, diabetes, hypertension, obesity, joint pain, and hormonal imbalances. Built around Madhavbaug’s core principles of Diagnose, Manage, and Cure, this platform provides a holistic, patient-centric approach to preventive and chronic disease management through a community-based model. Madhavbaug’s vision for the Swasthya Parivaar Community Platform is to establish a paid membership-based community, initially targeting 1 lakh members in the first year, with a long-term goal of reaching 10 lakh members over the next five years. By creating a robust and engaged community, Madhavbaug aims to drive new patient footfall to its clinics and hospitals while significantly reducing the costs associated with traditional, long-term marketing funnels.

The platform is structured around three core pillars:

1. Diagnose: Early detection of disease risk factors through regular assessments, personalized health diagnostics, and continuous health monitoring.

2. Manage: Ongoing management of chronic conditions with tailored treatment plans, quarterly consultations with expert doctors, and holistic therapies.

3. Cure: Utilization of holistic treatment approaches such as Panchakarma to not only manage but also reverse certain lifestyle-related diseases, improving long-term health outcomes.

The Swasthya Parivaar Community Platform is positioned to revolutionize the healthcare landscape by offering accessible, affordable, and effective healthcare solutions that address the root causes of lifestyle diseases.

Goals to be Achieved

Madhavbaug’s Swasthya Parivaar Community Platform aligns with seven key public health goals focused on improving cardiovascular health, educating both

the public and healthcare professionals, and eliminating disparities in access to healthcare services.

1. Goal 1: Decrease Death and Disability from Heart Disease through Public Education

o One of the primary objectives of the Swasthya Parivaar platform is to educate the public on heart disease prevention, early diagnosis, and disease management. The platform will offer access to educational content, regular health webinars, Q&A sessions with experts, and ongoing updates on managing chronic conditions such as heart disease, diabetes, and hypertension. By promoting lifestyle changes and increasing public awareness, we aim to reduce the incidence of heart disease-related deaths and disabilities

2. Goal 2: Improve Prevention, Early Detection, Treatment, and Management of Risk Factors for Heart Disease

o Through comprehensive, regular health assessments and at-home testing services, the Swasthya Parivaar platform focuses on the early detection of disease risk factors such as high blood pressure, cholesterol, and blood sugar levels. Members will receive personalized care and ongoing treatment guidance from Madhavbaug’s expert doctors to help manage and mitigate these risk factors, preventing the progression of heart disease and other lifestyle-related conditions.

3. Goal 3: Improve Chronic Disease Management of Heart Disease

o Members of the Swasthya Parivaar platform will benefit from quarterly consultations with healthcare professionals, ongoing health monitoring via the MibPULSE app, and personalized treatment plans. These services will ensure that chronic conditions such as heart disease are managed effectively, improving long-term outcomes and reducing complications associated with these diseases.

4. Goal 4: Decrease Death and Disability from Heart Disease through the Education of Healthcare Professionals

o In addition to public education, the Swasthya Parivaar platform will support the continuous education of healthcare professionals through workshops, seminars, and case studies. This will enhance the ability of doctors and healthcare providers to diagnose, treat, and manage heart disease and related lifestyle disorders effectively.

5. Goal 5: Improve Quantity and Quality of Research on Heart Disease and Related Risk Factors

o By gathering and analyzing anonymized data from community members, the platform will contribute valuable insights into the development of heart disease and its associated risk factors. This data will help inform future research and enable Madhavbaug to optimize its treatment protocols and strategies for disease prevention and management.

6. Goal 6: Improve Cardiovascular Health and Quality of Life through Legislation and Policy Development

o The platform’s success will provide a model for advocating for broader public health policy changes. Insights gained from the Swasthya Parivaar Community will be used to inform legislative initiatives aimed at improving cardiovascular health, promoting preventive care, and ensuring access to quality healthcare services for all.

7. Goal 7: Eliminate Cardiovascular Health Disparities

o The platform is committed to reducing disparities in access to cardiovascular care by offering affordable membership pricing and providing comprehensive healthcare services to underserved populations. This initiative will ensure that high-quality healthcare is available to all, regardless of socioeconomic status or geographic location.

CHANGES IN SHARE CAPITAL:

i. Increase in Authorised Share capital:

During the reporting period, authorised share capital of the Company has been no change in authorised share capital, {'' 15,00,00,000 divided into

1,50,00,000 Equity Shares of '' 10 Each}

ii. Bonus Shares:

During the reporting period, there has been no bonus issue

iii. Rights Issue:

During the reporting period, there has been no rights issue

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as Annexure-1

STATEMENT OF UTILISATION OF FUNDS RAISED THROUGH IPO UNDER REGULATION 32 (1) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

In FY 2021-22, the Company had come up with Initial Public offer of 27,71,200 Equity Shares for cash at a price of '' 73.00 per Equity Shares (including a premium of '' 63/- per Equity Shares), aggregating to '' 2,022.98 Lakhs.

Pursuant to Regulation 32(1 )(a) and 32(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby states that: There was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated 25^th January 2022.

AUDITORS AND THEIR QUALIFICATION Auditors And Their Qualification

Based on our examination, which included test checks, the company has used an accounting software for maintaining its books of account which did not have the audit trail feature enabled throughout the year. The audit trail (edit log) feature has been enabled and put into operation effective from March 24, 2024, for all relevant transactions recorded in such software and post such effective operation we have not come across any instance of the audit trail (edit log) feature being tampered with.

Management reply to Auditor’s Qualification:

Based on our verification and audit report provided by Statutory Auditor, the Company has not implemented the audit trail facilities in his accounting software for maintaining it’s books of accounts during the financial year under review. As informed by the management, they are in a process to obtain the same.

ANNUAL RETURN:

The details forming part of Annual Return as required under Section 92 of the Companies Act, 2013 will be made available at the website of the Company at Annual Return

BOARD MEETINGS:

Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The information as required under Regulation 17(7) read with Schedule II Part A of the LODR is made available to the Board. The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company.

During the year, 5 (Five) Board Meetings were held on following dates:

Sr. No	Date of Board Meeting	No of Directors eligible to attend Meeting	No of Directors attended Meetings
1	27.05.2023	5	5
2	11.07.2023	5	5
3	31.08.2023	5	5
4	14.11.2023	5	5
5	12.03.2024	5	5

COMPOSITION OF AUDIT COMMITTEE:

Your Company has formed an Audit Committee as per the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Members of the Audit Committee carries years of experience in finance and health care sector.

During the year, 05 (Five) meeting of an Audit committee were hold on following dates:

Sr. No	Date of Audit Committee Meeting	No of Members eligible to attend Meeting	No of Members attended Meetings
1	27.05.2023	3	3
2	11.07.2023	3	3
3	31.08.2023	3	3
4	14.11.2023	3	3
5	12.03.2024	3	3

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management’s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the statutory auditor and notes the processes and safeguards employed by each of them.

Further, the Audit Committee is also functional as per the provision of Section 177 of Companies Act, 2013 and Rules made thereunder and as per Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

Your Company has formed a Nomination & Remuneration Committee to lay down norms for determination of remuneration of the executive as well as nonexecutive directors and executives at all levels of the Company. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non- monetary outlay.

During the year 02 (Two) meeting of Nomination & Remuneration committee was held during the year ended 31 March,2024, i.e. on 31.08.2023 and 27.05.2023.

COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The terms of reference are in line with Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year 01 (One) meeting of a Stakeholders Relationship Committee was held during the year ended 31 March,2024, i.e. on 23^rd March 2024. DIRECTORS AND KEY MANAGERIAL PERSONNEL > Inductions /Appointmentor Re-appointment of Director:

In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company Dr. Vidyut Bipin Ghag (DIN: 09299252), Whole Time Director of the Company, retires by rotation and being eligible; offers herself for re-appointment at the forthcoming 25^th Annual General Meeting. The Board recommends the said reappointment for shareholders’ approval.

All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.

Mr. Darshan Shah has resigned from the post of Chief Financial Officer and Key Managerial Personnel due to personal reasons and there is no other material reason for his resignation with effect from 26^th May 2024.

Mr. Narendra Pawar has been appointed as Chief Financial Officer, Key Managerial personnel of the Company with effect from 27^th May 2024, on the remuneration and on the term and conditions as embodies in the terms of appointment.

Mr. Abhishek Deshpande has resigned from the post of Company Secretary & Compliance Officer along with all other designated positions and Key Managerial Personnel with effect from 01^st June 2024.

Ms Sapna Kamaldas Vaishnav has appointed as Company Secretary & Compliance Officer (Key Managerial Person) of the Company with effect from 17^th August, 2024.

Further, Pursuant to Section 203 of the Companies Act, 2013, Key Managerial Personnel of the Company other than Directors are as follow:

Sr. No	Name of KMP	Designation
1.	Narendra Narayan Pawar	Chief Finance Officer
2.	Sapna Vaishnav	Company Secretary and Compliance Officer

Following are the details and attendance of Directors during the Board Meetings as well as its committee:

Sr. No	Name of Director	Attendance of Meetings of
		Board of Directors	Audit Committee	Nomination & Remuneration Committee	Stakeholders Relationship Committee	Independent Director
1.	Rohit Madhav Sane	5	NA	NA	1	NA
2.	Vidyut Bipin Ghag	5	NA	NA	1	NA
3.	Ratnakar Rai	5	5	2	1	1
4.	Mahesh Kshirsagar	5	5	2	1	1
5.	Sushrut Dambal	5	5	2	1	1

RELATED PARTY TRANSACTIONS:

All contracts, arrangements and transactions entered by the Company with related parties during financial year 2023-24 were in the ordinary course of business and on an arm’s length basis. There were no contracts, arrangements or transactions entered during financial year 2023-24 that fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the prescribed Form AOC-2 is not applicable to the Company for the financial year 2023-24 and hence does not form part of this report

The details of other RPTs during FY 2023-24, including transaction with person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company are provided in the accompanying financial statements.

Pursuant to the requirements of the Act and the SEBI Listing Regulations the Company has formulated a policy on RPTs and is available on Company’s website: RPT Policy

CORPORATE GOVERNANCE:

Your company being responsible corporate citizen provides utmost importance to best Corporate Governance practices and always works in the best interest of its stakeholders. Your company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Company is not obligated to comply with provisions of certain regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

RISK MANAGEMENT:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the Meetings of the Audit Committee and the Board of Director of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)

(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1) (b) of the SEBI Listing Regulations.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules there under) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

DISCUSSIONS WITH INDEPENDENT DIRECTORS

The Board’s policy is to regularly have separate meetings with Independent Directors, to update them on all business related issues, new initiatives and changes in the industry specific market scenario. At such meetings, the Executive Directors and other Members of the Management make presentations on relevant issues.

The policy for Familiarisation Programme for Independent Directors is available on our website Independent Director’s Familiarization Programme.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Nomination and Remuneration Committee has carried out an Annual Performance Evaluation of the Board and of the Individual Directors has been made.

During the year, the Evaluation cycle was completed by the Company internally which included the evaluation of the Board as a whole, Board Committees and Directors. The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience, performance of duties and governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as contribution, independent judgment and guidance and support provided to the Management.

The results of the evaluation were shared with the Board, Chairman of respective Committees and individual Directors.

REMUNERATION POLICY:

The Board of Directors on there commendation of the Nomination & Remuneration Committee has framed a Policy for Directors, Key Managerial Personnel and other Senior Managerial Personnel of the Company, in accordance with the requirements of the provisions of Section 178 of the Companies Act, 2013 and Listing Regulations. The website link for the policy is - Nomination and Remuneration Policy

AUDITORS:

Statutory Auditor:

The Company’s Statutory Auditor M/s A. A. Mohare & Co, Chartered Accountants, Dombivali (Firm Registration No. 114152W) was appointed in the Annual General Meeting held on 13^th September 2021 for a term of 5 years to hold office till the conclusion of AGM of the Company to be held in the year 2026.

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, as amended from time to time, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Deep Shukla & Associates, Company Secretary in Practice to undertake the Secretarial Audit for F.Y 2023-24.

The secretarial audit report does not contain any qualifications, reservations, or adverse remarks or disclaimer. The said report is attached to this report Annexure-2.

Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board based on the Recommendation of Audit Committee, appointed M/s Khare Deshmukh & Co, Chartered Accountants (FRN:116141W), Pune as Internal Auditor of the Company for conducting internal audit of the Company for F.Y 2023-24.

DISCLOSURE UNDER SCHEDULE V(F) OF THE SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

Your Company does not have any unclaimed shares issued in physical form pursuant to public issue/Right issue.

SUBSIDIARY AND ASSOCIATE COMPANIES:

Subsidiary Company-

i. Joint Healing Services Private Limited- 99.99%

ii. F-Health Accelerators Private Limited- 80%

iii. Dynamic Remedies Private Limited - 100%

iv. UV Ayurgen Pharma Private Limited - 100%

Associate Company-

i. Aaharshastra Foodz Private Limited - 20%

A statement containing salient features of the financial statements of Company’s Subsidiary is given in the prescribed Form AOC-1 as an Annexure-4 DEPOSITS:

During the period under review, the Company had not accepted any fixed deposits with the meaning of Section 73 to 76 of the Companies Act, 2013. LOANS, GUARANTEES OR INVESTMENTS:

As per Section 186 of the Act, the details of Loans, Guarantees or Investments made during FY 2023-24 are given below:

During FY 2023-24, the Company has given Loans, Guarantees or Investments to its subsidiaries, joint ventures, associates companies and other body corporates and persons as per the Financials notes, details information is available in the notes no. 14.

During FY 2023-24, the Company has not given guarantees to any of its subsidiaries, joint ventures, associates companies and other body corporates and persons. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:

During period under review FY 2023-24, there are no such material changes and commitments between the date of the balance sheet and the date of report. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no any significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of Energy:

We continue to strengthen our energy conservation efforts. We are always in lookout for energy efficient measures for operation, and value conservation of energy through usage of latest technologies for quality of services. Although the equipments used by the Company are not energy sensitive by their very nature, still the Company is making best possible efforts for conservation of energy, which assures that the computers and all other equipments purchased by the Company strictly adhere to environmental standards, and they make optimum utilization of energy.

(b) Absorption of Technology:

In this era of competition, in order to maintain and increase the clients and customers, we need to provide best quality services to our clients and customers at minimum cost, which is not possible without innovation, and adapting to the latest technology available in the market for providing the services.

(c) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings Nil

Foreign Exchange Outgo 124.06 Lakhs

(d) Research & Development:

The Company believes that in order to improve the quality and standards of services, the Company should have a progressive Research and Development Process, which should keep on increasing along with the scale of operations of the Company.

STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company, is enclosed as Annexure 5 and forms part of this Report.

Further, no employee of the Company is earning more than the limits as prescribed pursuant to Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company.

Further, the names of top ten employees in terms of remuneration drawn are disclosed in Annexure 6 and forms part of this Report.

INTERNAL FINANCIAL CONTROLS:

The Company has put in place an adequate system of internal financial controls with respect to the Financial Statement and commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of business. No reportable material weakness in the operation was observed.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

OBLIGATION OF YOUR COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The below table provides details of complaints received/disposed during financial year 2023-24:

Number of complaints at the beginning of the financial year : Nil

No. of complaints filed during the financial year : Nil

No. of complaints disposed during the financial year : Nil

No. of complaints pending at the end of the financial year : Nil

COST AUDIT

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to our Company.

CORPORATE SOCIAL RESPONSIBILITIES (CSR)

The Annual Report on CSR activities pursuant to the provisions of section 134 and 135 of the Act read with rule 8 of the Companies (Corporate Social

Responsibility Policy) Rules, 2014 and rule 9 of the Companies (Accounts) Rules, 2014 is annexed to this Directors’ Report as ‘Annexure 3’.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to

material departures.

ii. They 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 and loss of the Company for that period;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively ; and

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

COMPLIANCE OF SECRETARIAL STANDARDS-1 AND 2:

Your Directors confirms that pursuant to Section 118(10) of the Companies Act, 2013, applicable Secretarial Standards, i.e. SS-1 and SS- 2, pertaining to Meeting of Board of Directors and General Meetings, respectively specified by the Institute of Company Secretaries of India (ICSI) have been duly complied by the Company.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

CEO AND CFO CERTIFICATION:

Chief Executive Officer and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17 (8) of the Listing Obligations. The Chief Executive Officer and the Chief Financial Officer also give quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of the Listing Regulations. The Annual Certificate given by Chief Executive Officer and the Chief Financial Officer is attached in Annexure-7

ACKNOWLEDGEMENT:

Your company wishes to place this on record with appreciation to all Employees, Investors, vendors and Bankers for their continued support during the year. We are grateful to the various authorities like Tax Departments of Central and State Departments, Tax authorities, Ministry of Corporate Affairs and the National Stock Exchange of India Limited for their continued cooperation. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on Behalf of the Board of Directors of

Vaidya Sane Ayurved Laboratories Limited

Rohit Sane Vidyut Ghag

Managing Director Whole Time Director

(DIN: 00679851) (DIN:09299252)

Thane, 06/09/2024

---

Mar 31, 2023

Vaidya Sane Ayurved Laboratories Limited

Your Directors have pleasure in presenting the 24^th Board Report of the Company with the Audited Financial Statements for the year ended 31^st March, 2023.

FINANCIAL SUMMARY:

The Company’s financial summary for the year under review along with previous year figures is given hereunder:

(INR in Lakhs)

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23
Total Income	10,038.63	7,504.93	10,052.98
Profit/(Loss)Before Interest and depreciation	969.58	723.64	921.78
Interest	18.75	20.18	18.75
Depreciation	259.79	228.57	259.79
Profit/(Loss)Before Tax	691.04	474.89	643.24
Less: Current Tax	172.26	119.14	172.26
Less: Deferred Tax Adjustment	(0.22)	8.85	(12.26)
Profit/(Loss)After Tax	519.00	346.89	483.29

PERFORMANCE REVIEW:

The Company’s Revenue from operation for 2022-23 was '' 9,902.54 Lakhs as compared with '' 7,471.05 Lakhs during the previous year. The year has resulted
in a net profit after tax of '' 519.00 Lakhs compared with '' 346.89 Lakhs during the last year.

TRANSFER TO RESERVES:

The Board of Directors has transferred net profit of the year '' 519.00 Lacs to General Reserve maintained by the Company.

DIVIDEND:

During the year, Board of Directors Declared Interim Dividend of '' 0.25 per equity share of '' 10.00 Each (i.e. 2.5%)

Considering the Company’s improved financial performance, the Board is pleased to recommend a dividend of '' 0.25 per Equity Share of '' 10.00 each
(2.5%) for FY 2022-23. The Board has recommended such dividend based on the parameters laid down in the Policy and dividend will be paid out of the
profits for the year.

The said dividend, if approved by the Members at the ensuing Annual General Meeting (‘the AGM”) will be paid to those Members whose name appears on
the register of Members (including Beneficial Owners) of the Company as at the end of 06^th September 2023. The said dividend, if approved by the Members,
would involve cash outflow of '' 26.28 Lakh, resulting in a payout of 5.06% of the standalone net profit of the Company for FY 2022-23.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 2020 and the Company is required to deduct tax
at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

STATE OF AFFAIRS AND FUTURE OUTLOOK:

State of Affairs:

Your Company being part of the Ayurveda industry and one of the pioneer of Disease Reversal Programs for chronic diseases like Diabetes, Hypertension,
Heart Blockages, obesity etc. Company’s research-based therapies and treatments are key revenue contributor in the overall revenue. Your Company is
determined to maintain its leadership position in Ayurveda Industry. Further, your Company remains confident of company’s market standing in the industry
with its experienced team of Doctors, wide range of research based Ayurvedic treatments and wellness services, investments in technology with widely spread
300 plus clinic infrastructure in more than 8 states of the Country. Your Company is continuously focusing on improving operating efficiencies and reducing
cost for better financial performance.

Your Company has always been striving to improve Lifestyle of patients by curing and treating Lifestyle disorders like Diabetes, Hypertension, obesity etc. with
optimum combination of modern technology and traditional Ayurved therapies & wellness treatments,

In this financial year, following were eye-catching milestone of Company:

- Crossing 300 count in Clinic Infrastructure since inception of the Company

- AYUSH Entry Level Certification {NABH Accreditation} to Madhavbaug Khopoli Hospital

- Hospital Empanelment with more than 30 insurance companies through Third Party Administrators (TPA)

- Corporate Empanelment with Government as well as Renowned Private Sector Companies like JSW-ACCIL, Central Warehousing Corporation
(CWC), SBI Pensioner’s Associations- UP etc.

- Equity participation through Shareholding Agreements with Cure and Care Primary Care Private Limited {Raphacure} and Easy Ayurveda.

- Incorporation of Subsidiary Company- F- Health Accelerators Private Limited which focus on start-ups that work in the areas of D2C, home healthcare,
telemedicine, patient centric innovations, Med-tech and digital therapeutics.

- Prime Sponsor of 9^th World Ayurveda Congress where, Honourable Prime Minister of India, Shri Narendra Modi visited your company’s exhibition stall.

- MOU signing with Govt of Uttarakhand for providing training their Doctors for Diabetes and Heart Disease Reversal.

- MOU signing with Research Institute working under Central Council for Research in Ayurvedic Sciences (CCRAS) for collaboration with your

Company for joint research project.

- Going Global, Company has formed its Company namely Madhavbaug Health Food Supplements Trading Co. LLC for awareness of Ayurveda at
International Level.

Future Outlook:

Madhavbaug has aligned its strategic design of business with Global targets of World Health Organization for Prevention and Control of Non-Communicable
Diseases. Madhavbaug’s Mission 2025 is commitment of reducing mortality due to non- communicable diseases (NCDs) like cardiovascular diseases (CVDs)

and diabetes by 25% by 2025.

Your company is looking after Clinic-based health care delivery model along with tele-medicine and Mobile Medical Units (MMU) -low capex requirement
and easy accessibility, With expansion of clinic infrastructures in northern states of India offering unique proposition of Healthcare and awareness & education
of Ayurveda in various facets of society.

Your Company’s believes in philosophy that to achieve long- term value you have to serve the best interest of all patients, shareholders, Employees,
Government and the society

Your Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by
SEBI and stock exchange. Good governance facilitates effective management and enables company to maintain a high level of business ethics and to optimize
the value for all its stakeholders.

CHANGES IN SHARE CAPITAL:

i. Increase in Authorised Share capital:

During the reporting period, authorised share capital of the Company has been no change in authorised share capital, {'' 15,00,00,000 divided into
1,50,00,000 Equity Shares of '' 10 Each}

ii. Bonus Shares:

During the reporting period, there has been no bonus issue

iii. Rights Issue:

During the reporting period, there has been no rights issue
MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as Annexure-1

STATEMENT OF UTILISATION OF FUNDS RAISED THROUGH IPO UNDER REGULATION 32 (1) OF THE SEBI (LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

In FY 2021-22, the Company had come up with Initial Public offer of 27,71,200 Equity Shares for cash at a price of '' 73.00 per Equity Shares (including a
premium of '' 63/- per Equity Shares), aggregating to '' 2,022.98 Lakhs.

Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby states that:
There was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated 25^th January 2022.

ANNUAL RETURN:

The details forming part of Annual Return as required under Section 92 of the Companies Act, 2013 will be made available at the website of the Company
at Annual Return

BOARD MEETINGS:

Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013 and the Listing Agreement. The information as required under Regulation 17(7) read with Schedule II Part A of
the LODR is made available to the Board. The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance
reports of all laws applicable to the Company.

During the year, 6 (Six) Board Meetings were held on following dates:

Sr. No	Date of Board Meeting	No of Directors eligible to attend Meeting	No of Directors attended Meetings
1	04/05/2022	5	5
2	11/07/2022	5	5
3	09/09/2022	5	5
4	10/11/2022	5	5
5	05/01/2023	5	5
6	23/03/2023	5	5

COMPOSITION OF AUDIT COMMITTEE:

Your Company has formed an Audit Committee as per the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Members of the Audit Committee carries years of experience in finance and health care sector.

During the year, 06 (Six) meeting of an Audit committee were hold on following dates:

Sr. No	Date of Audit Committee Meeting	No of Members eligible to attend Meeting	No of Members attended Meetings
1	04/05/2022	3	3
2	11/07/2022	3	3
3	09/09/2022	3	3
4	10/11/2022	3	3
5	05/01/2023	3	3
6	23/03/2023	3	3

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management’s financial reporting process, to ensure
accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried
out in the financial reporting process by the Management, the statutory auditor and notes the processes and safeguards employed by each of them.

Further, the Audit Committee is also functional as per the provision of Section 177 of Companies Act, 2013 and Rules made thereunder and as per Regulation
18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

Your Company has formed a Nomination & Remuneration Committee to lay down norms for determination of remuneration of the executive as well as non¬
executive directors and executives at all levels of the Company. The Nomination & Remuneration committee has been assigned to approve and settle the
remuneration package with optimum blending of monetary and non- monetary outlay.

During the year 01 (One) meeting of Nomination & Remuneration committee was held during the year ended 31^st March, 2023, i.e. on 04.05.2022

COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

The terms of reference are in line with Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

During the year 01 (One) meeting of a Stakeholders Relationship Committee was held during the year ended 31^st March, 2023, i.e. on 23.03.2023.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Inductions / Appointment or Re-appointment of Director:

In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company Dr. Vidyut Bipin Ghag (DIN:
09299252), Whole Time Director of the Company, retires by rotation and being eligible; offers herself for re-appointment at the forthcoming 24^th Annual
General Meeting. The Board recommends the said reappointment for shareholders’ approval.

All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are
not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.

Further, Pursuant to Section 203 of the Companies Act, 2013, Key Managerial Personnel of the Company other than Directors are as follow:

Sr. No	Name of KMP				Designation
1.	Darshan Shah				Chief Finance Officer
2.	Abhishek Deshpande				Company Secretary and Compliance Officer
Following are the details and attendance of Directors during the Board Meetings				as well as its committee:
Sr.	Name of Director	Attendance of Meetings of
No		Board of Directors	Audit Committee Nomination & Remuneration Committee		Stakeholders Relationship Committee	Independent Director
1.	Rohit Madhav Sane	6	NA	NA	1	NA
2.	Vidyut Bipin Ghag	6	NA	NA	1	NA
3.	Ratnakar Rai	6	6	1	1	1
4.	Mahesh Kshirsagar	6	6	1	1	1
5.	Sushrut Dambal	6	6	1	1	1

RELATED PARTY TRANSACTIONS:

All contracts, arrangements and transactions entered by the Company with related parties during financial year 2022-23 were in the ordinary course of
business and on an arm’s length basis. There were no contracts, arrangements or transactions entered during financial year 2022-23 that fall under the scope
of Section 188(1) of the Companies Act, 2013. Accordingly, the prescribed Form AOC-2 is not applicable to the Company for the financial year 2022-23
and hence does not form part of this report.

The details of other RPTs during FY 2022-23, including transaction with person or entity belonging to the promoter/ promoter group which hold(s) 10% or
more shareholding in the Company are provided in the accompanying financial statements.

Pursuant to the requirements of the Act and the SEBI Listing Regulations the Company has formulated a policy on RPTs and is available on Company’s
website: RPT Policy

CORPORATE GOVERNANCE:

Your Company being responsible corporate citizen provides utmost importance to best Corporate Governance practices and always works in the best interest
of its stakeholders. Your company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15 (2) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, The Company is not obligated to comply with provisions of certain regulations of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

RISK MANAGEMENT:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are
systematically addressed through mitigating actions on a continuing basis. These are discussed at the Meetings of the Audit Committee and the Board of
Director of the Company.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)
(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)
(b) of the SEBI Listing Regulations.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the
Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules there under) of
all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the
Indian Institute of Corporate Affairs.

DISCUSSIONS WITH INDEPENDENT DIRECTORS:

The Board’s policy is to regularly have separate meetings with Independent Directors, to update them on all business related issues, new initiatives and
changes in the industry specific market scenario. At such meetings, the Executive Directors and other Members of the Management make presentations on
relevant issues.

The policy for Familiarisation Programme for Independent Directors is available on our website Independent Director’s Familiarization Programme
BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Nomination and
Remuneration Committee has carried out an Annual Performance Evaluation of the Board and of the Individual Directors has been made.

During the year, the Evaluation cycle was completed by the Company internally which included the evaluation of the Board as a whole, Board Committees
and Directors. The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees,
experience, performance of duties and governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors on
parameters such as contribution, independent judgment and guidance and support provided to the Management.

The results of the evaluation were shared with the Board, Chairman of respective Committees and individual Directors.

REMUNERATION POLICY:

The Board of Directors on there commendation of the Nomination & Remuneration Committee has framed a Policy for Directors, Key Managerial Personnel
and other Senior Managerial Personnel of the Company, in accordance with the requirements of the provisions of Section 178 of the Companies Act, 2013
and Listing Regulations. The website link for the policy is - Nomination and Remuneration Policy

AUDITORS:

Statutory Auditor:

The Company’s Statutory Auditor M/s A. A. Mohare & Co, Chartered Accountants, Dombivali (Firm Registration No. 114152W) was appointed in the
Annual General Meeting held on 13^th September 2021 for a term of 5 years to hold office till the conclusion of AGM of the Company to be held in the year 2026.

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, as amended from time to time, the Statutory Auditors have not reported any incident
of fraud to the Audit Committee during the year under review.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Company has appointed M/s. Deep Shukla & Associates, Company Secretary in Practice to undertake the Secretarial Audit for F.Y 2022-23.

The secretarial audit report does not contain any qualifications, reservations, or adverse remarks or disclaimer. The said report is attached to this
report Annexure-2.

Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board based on the Recommendation
of Audit Committee, appointed M/s Khare Deshmukh & Co, Chartered Accountants (FRN:116141W), Pune as Internal Auditor of the Company for
conducting internal audit of the Company for F.Y 2022-23.

DISCLOSURE UNDER SCHEDULE V(F) OF THE SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015:

Your Company does not have any unclaimed shares issued in physical form pursuant to public issue/Right issue.

SUBSIDIARY AND ASSOCIATE COMPANIES:

Subsidiary Company-

i. Joint Healing Services Private Limited- 99%

ii. F-Health Accelerators Private Limited- 80%

Associate Company- Nil

A statement containing salient features of the financial statements of Company’s Subsidiary is given in the prescribed Form AOC-1 as an Annexure-3

DEPOSITS:

During the period under review, the Company had not accepted any fixed deposits with the meaning of Section 73 to 76 of the Companies Act, 2013.

LOANS, GUARANTEES OR INVESTMENTS:

As per Section 186 of the Act, the details of Loans, Guarantees or Investments made during FY 2022-23 are given below:

Amt in Lakhs

Name of the Companies	Nature of Transactions	Loan	Investments
F-Health Accelerators Private Limited	Equity Investment	---	0.80
	Loan	50.00	---
Joint Healing Services Private Limited	Equity Investment	---	0.99
	Loan	48.01	---
Easy Ayurveda Private Limited	Equity Investment	---	0.15
	Preference Shares Investment	---	0.15
Cure and Care Primary Care Private	Equity Investment	---	1.02
Limited {Raphacure}	Business Advance	102.00	---
	Inter Corporate Deposit	25.00	---
Ducol Organics and Colours Limited	Investment in shares	---	102.23

During FY 2022-23, the Company has not given guarantee to any of its subsidiaries, joint ventures, associates companies and other body corporates and persons.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:

During the aforesaid period, Your Company has signed share purchase agreement with Dynamic Remedies Private Limited and UV Ayurgen Pharma Private
Limited, which are Top Suppliers of medicines and products for the Company, which will ensure better margins and Quality controls for the benefits of patients.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no any significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its
future operations.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of Energy:

We continue to strengthen our energy conservation efforts. We are always in lookout for energy efficient measures for operation, and value conservation
of energy through usage of latest technologies for quality of services. Although the equipments used by the Company are not energy sensitive by their
very nature, still the Company is making best possible efforts for conservation of energy, which assures that the computers and all other equipments
purchased by the Company strictly adhere to environmental standards, and they make optimum utilization of energy.

(b) Absorption of Technology:

In this era of competition, in order to maintain and increase the clients and customers, we need to provide best quality services to our clients and customers
at minimum cost, which is not possible without innovation, and adapting to the latest technology available in the market for providing the services.

(c) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings Nil

Foreign Exchange Outgo 129.58 Lakhs

(d) Research & Development:

The Company believes that in order to improve the quality and standards of services, the Company should have a progressive Research and Development
Process, which should keep on increasing along with the scale of operations of the Company.

STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment
Rules, 2016 in respect of employees of the Company, is enclosed as Annexure-4 and forms part of this Report.

Further, no employee of the Company is earning more than the limits as prescribed pursuant to Section 197 read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company.

Further, the names of top ten employees in terms of remuneration drawn are disclosed in Annexure-5 and forms part of this Report

INTERNAL FINANCIAL CONTROLS:

The Company has put in place an adequate system of internal financial controls with respect to the Financial Statement and commensurate with its size
and nature of business which helps in ensuring the orderly and efficient conduct of business. No reportable material weakness in the operation was observed.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report
genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and as per SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015.

OBLIGATION OF YOUR COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment
at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules
thereunder. The below table provides details of complaints received/disposed during financial year 2022-23:

Number of complaints at the beginning of the financial year : Nil

No. of complaints filed during the financial year : Nil

No. of complaints disposed during the financial year : Nil

No. of complaints pending at the end of the financial year : Nil

COST AUDIT

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to our Company.

CORPORATE SOCIAL RESPONSIBILITIES (CSR)

Pursuant to Section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand
crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility (CSR) Committee of the
Board. Your Company does not fall under the provisions of aforesaid Section for FY 2022-23 ; therefore, CSR Committee has not been constituted.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to
material departures.

ii. They 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 and loss of the Company for that period;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act,
2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating
effectively ; and

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

COMPLIANCE OF SECRETARIAL STANDARDS-1 AND 2:

Your Directors confirms that pursuant to Section 118(10) of the Companies Act, 2013, applicable Secretarial Standards, i.e. SS-1 and SS- 2, pertaining to
Meeting of Board of Directors and General Meetings, respectively specified by the Institute of Company Secretaries of India (ICSI) have been duly complied
by the Company.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate
and operating effectively.

CEO AND CFO CERTIFICATION:

Chief Executive Director and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board
in terms of Regulation 17 (8) of the Listing Obligations. The Chief Executive Director and the Chief Financial Officer also give quarterly certification on
financial results while placing the financial results before the Board in terms of Regulation 33(2) of the Listing Regulations. The Annual Certificate given by
Chief Executive Officer and the Chief Financial Officer is attached in Annexure-6

ACKNOWLEDGEMENT:

Your Company wishes to place this on record with appreciation to all Employees, Investors, vendors and Bankers for their continued support during the year.
We are grateful to the various authorities like Tax Departments of Central and State Departments, Tax authorities, Ministry of Corporate Affairs and the
National Stock Exchange of India Limited for their continued cooperation. We place on record our appreciation of the contribution made by our employees
at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on Behalf of the Board of Directors of
Vaidya Sane Ayurved Laboratories Limited

Rohit Sane Vidyut Ghag

Managing Director & CEO Whole Time Director

(DIN:00679851) (DIN:09299252)

Thane, 11/07/2023