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

FINANCIAL INFORMATION:

fAll amounts in INR Lakhs'

REVIEW OF OPERATIONS:

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

DIVIDEND:

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

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

TRANSFER TO RESERVES:

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

SHARE CAPITAL:

Authorized Share Capital:

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

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

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

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

Issued, Subscribed and Paid-up Capital:

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

During the year under review:

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

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

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

ANNUAL RETURN:

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

PUBLIC DEPOSIT:

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

SUBSIDIARIES. IOINT VENTURE OR ASSOCIATE COMPANIES:

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

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

The Company does not have Joint Venture or Associate Company.

RELATED PARTY TRANSACTIONS:

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

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

CORPORATE GOVERNANCE REPORT:

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

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

CORPORATE SOCIAL RESPONSIBILITY:

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

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

Notes:

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

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

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT:

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

that:

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

• The Directors have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the
company at the end of the financial year and of the profit and loss of the company for that period.

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

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

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

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

MEETING OF BOARD OF DIRECTORS:

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

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

DETAILS OF THE COMMITTEE:

Audit Committee:

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

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

Stakeholders Relationship Committee:

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

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

Nomination and Remuneration Committee:

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

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

COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

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

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

BOARDS EVALUATION:

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

DECLARATION BY INDEPENDENT DIRECTORS:

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

AUDITORS AND THEIR REPORTS:

Statutory Auditor:

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

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

Secretarial Auditor:

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

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

Internal Auditor:

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

Cost Auditor and Cost Audit Report:

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

FRAUD REPORTING BY AUDITOR:

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

PARTICULARS OF LOAN. GUARANTEE & INVESTMENTS:

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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

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

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

PREVENTION ON INSIDER TRADING:

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

RISK MANAGEMENT

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

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

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

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

DETAILS ON MATERNITY BENEFITS:

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

INTERNAL FINANCIAL CONTROL:

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

INVESTOR RELATIONS:

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

SECRETARIAL STANDARDS:

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

EMPLOYEE STOCK OPTION SCHEME:

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

OTHER DISCLOSURES:

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

MATERIAL CHANGES IN THE COMPANY: -

• Change of Name:

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

• Change of Registered office:

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

• Incorporation of Wholly owned subsidiaries

Following Companies incorporated as wholly owned subsidiaries (WOS):

• Launches Herbal Pan Masala:

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

• Enter the Nutraceutical Market with Sleep Gummies:

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

• Launches Beauty Gummies:

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

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

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

• Aayush Health Centre:

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

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

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

ACKNOWLEDGEMENT:

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

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

By order of Board of Directors
For Aayush Wellness Limited

(Formerly known as Aayush Food and Herbs Limited)

Sd/- Sd/-

Lalitkumar Anande Naveenakumar Kunjaru

Chairman & Director Managing Director Place: New Delhi

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