To,

The Members of Aayush Wellness Limited,

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

(All amounts in INR Lakhs)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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.

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.

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.

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

Rajesh Goel resigned from the post of Independent Director w. e. f. April 05, 2023. Kamna resigned from the post of Non-Executive Director w. e. f. May 30, 2023.

Shashank Shekhar Chaturvedi resigned from the post of Independent Director w. e. f. June 13, 2023. Akshay Vijay Nawale resigned from the post of Executive Director & CFO w. e. f. March 28, 2024. Sanjay Atmaram Devlekar resigned from the post of Independent Director w. e. f. March 28, 2024. Rajgopalan Srinivasa Iyengar resigned from the post of Independent Director w. e. f. March 28, 2024. Urmi Haresh Shah resigned from the post of Company Secretary w. e. f. August 29, 2024. Kajal Mittal resigned from the post of Company Secretary w. e. f. May 30, 2023. Komal Soni resigned from the post of Company Secretary w. e. f. July 22, 2023.

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.

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

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

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:

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

During the year under review, audit committee met 4 (Four) times. Details of composition, committee meetings and attendance of members are as follows:

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 8 (Eight) times. Details of composition, committee meetings and attendance of members are as follows:

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.

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.

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.

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

Report are self-explanatory and do not call for any further comments.

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

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

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

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

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

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.

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.

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.

No amount of unclaimed dividend has been transferred to Investor Education and Protection Fund.

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.

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.

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.

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.

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.

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.

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

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

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

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

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

Issue of shares to employees under ESOP Scheme approved.

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

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