To,

The Members of Aayush Wellness Limited,

Your Directors are pleased to present the 42nd Annual Report of the Company, together with the Audited Financial Statements, for the financial year ended March 31, 2026.

1. Financial Information

(All amounts in INR Lakhs)

YEAR AT A GLANCE

FINANCIAL PERFORMANCE

A clear view of the year's growth and profitability

2. Review of Operations

During the year under review, the gross annual revenue from operations and other income stood at Rs. 15,806.10 lakhs, as compared to Rs. 7,338.60 lakhs in the previous year. The Profit Before Tax stood at Rs. 444.19 lakhs, as compared to Rs. 337.49 lakhs in the previous year. The Profit After Tax stood at Rs. 401.88 lakhs, as compared to Rs. 336.58 lakhs in the previous year.

3. Dividend

During Financial year 2025-26, your Company paid an 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.

4. Transfer to Reserves

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

5. Share Capital

Authorised Share Capital

The Authorized Share Capital of the Company as on March 31, 2026, stood at Rs. 9,00,00,000/- (Rupees Nine Crores Only) divided into 9,00,00,000 (Nine Crore) equity shares of Rs. 1/- (Rupees One) each.

Issued, Subscribed and Paid-up Capital

The Issued, Subscribed, and Paid-up Equity Share Capital of the Company as on March 31, 2026, 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 Rs. 1/- (Rupee One) each.

6. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, the Annual Return as on 31st March 2026 will be available on the Company's website within stipulated period of time.

7. Public Deposits

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, 2026.

8. Subsidiaries, Joint Ventures or Associate Companies

As on March 31, 2026, the Company has the following subsidiaries:

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 any Joint Venture or Associate Company.

9. 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in Form AOC 2 given as Annexure 2 of Board's Report.

10. 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 consistently strived to optimise energy consumption. Details of the same are enclosed as Annexure 3.

11. 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.

12. 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.

13. 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.

14. 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.

15. Directors and Key Managerial Personnel

The Board of the Company comprises an optimum combination of Directors, in accordance with the criteria specified under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company also have KMPs as specified under Section 203 of the Act and relevant regulations of SEBI Listing Obligations and Disclosure Requirements. Details of Directors and KMPs during the FY 2025-26 are as follows:

Notes

1. Mr. Dinesh Dhangare was appointed as an Additional Non-Executive Non-Independent Director w.e.f. March 31, 2026. His appointment regularized by members through postal ballot on August 17, 2026.

2. Mr. Kashiram Jadhav was appointed as an Additional Non-Executive Non-Independent Director w.e.f. March 31, 2026. His appointment regularized by members through postal ballot on August 17, 2026.

16. 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.

17. Meetings of the Board of Directors

During the year under review, the Board of Directors met 14 (Fourteen) times i.e. on April 26, 2025, May 30, 2025, June 09, 2025, June 20, 2025, July 01, 2025, July 11, 2025, July 30, 2025, August 12, 2025, September 03, 2025, September 04, 2025, November 13, 2025, January 07, 2026, February 12, 2026 and March 31, 2026.

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

18. Details of the Committees

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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013.

During the year under review, audit committee met 8 (Eight) 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013.

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

The Company Secretary acts as the Secretary to the Committee. She provides assistance to the Committee in redressing shareholders' grievances. A summary of investor complaints received and resolved during FY 2025-26 is as follows

The dedicated contact details for investor communications are available on the website of the Company and are mentioned below:

Name: CS Sneha Khemka

Designation: Company Secretary & Compliance Officer

Address: B402, Takshashila, Samant Estate, Goregaon East, Mumbai 400063 Contact no.: 8448693031 Email id: cs@aayushwellness.com

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

19. Company's Policy on Appointment and Remuneration of Directors

The Company follows a well laid-down policy on the appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. Appointments of Directors are made on the recommendation of the Nomination and Remuneration Committee.

The remuneration of Executive Directors comprises basic salary and perquisites, and follows the applicable requirements of the Companies Act, 2013. Approval of the shareholders and of the Central Government, where required, is sought from time to time for the payment of remuneration to Executive Directors.

20. Board 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 Companies Act, 2013 and SEBI Listing Obligations and Disclosure Requirements. 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.

21. 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.

22. Auditors and their Reports

Statutory Auditor

M/s. A J M S & Co. LLP, Chartered Accountants (FRN: C400287) were appointed as Statutory Auditors of the Company at the Annual General Meeting held on Friday, September 26, 2025 for a period of 05 (Five) years from the conclusion of that Annual General Meeting until the conclusion of the Annual General Meeting to be held in 2030. Subsequently, M/s. A J M S & Co. LLP, Chartered Accountants (FRN: C400287), vide their resignation letter dated February 14, 2026, tendered their resignation as Statutory Auditors of the Company on account of increasing professional commitments and related administrative considerations.

Further, M/s. A. Raghavendra Rao & Associates, Chartered Accountants (FRN: 003324S) were appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. A J M S & Co. LLP, Chartered Accountants, to hold office until the conclusion of the Annual General Meeting to be held in 2026. The Auditors' Report issued by M/s. A. Raghavendra Rao & Associates, Chartered Accountants does not contain any qualification, reservation or adverse remark, and the notes on the financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comment.

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, 2026 was carried out by the Secretarial Auditors, M/s. NKM & Associates, Practicing Company Secretaries (PR No: 2470/2022). The Report of the Secretarial Audit is annexed herewith marked as Annexure 6 to this Report.

The Secretarial Auditor has observed that the casual vacancy caused by the resignation of the Statutory Auditor was not filled by the Board of Directors within the prescribed period of 30 days under Section 139(8) of the Companies Act, 2013. The Board has taken note of the observation. The Board informed that due to requirement of Appointment of Statutory Auditor holding valid Peer Review Certificate, after determining eligibility and applicable criteria, the appointment of M/s. A. Raghavendra Rao & Associates was made on May 21, 2026.

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.

23. Fraud Reporting by Auditors

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.

24. Particulars of Loans, Guarantees and 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.

25. Transfer of Unclaimed Dividend to the Investor Education and Protection Fund

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

26. 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.

27. Prevention of 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.

28. 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.

29. Whistle Blower Policy / Vigil Mechanism

As per the provisions of Section 177(9) and (10) 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.

30. Prevention of Sexual Harassment at the 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 review, no complaint alleging sexual harassment was received by the Company.

The Company has complied with the applicable provisions relating to constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. Details on Maternity Benefits

During the year under review, no maternity benefit was availed by any employee.

32. Internal Financial Controls

The Board of Directors confirms that the Company has laid down a set of standard processes and structures that enable the implementation of internal financial controls across the organisation with reference to the Financial Statements, and that such controls are adequate and operating effectively. During the year under review, no material or serious observation was reported regarding the inefficiency or inadequacy of such controls.

33. Investor Relations

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

34. 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.

35. Employee Stock Option Scheme

The Company had introduced "Aayush Wellness Limited Employees Stock Option Plan 2024" ("AWL ESOP 2024") for the eligible employees of the Company and its subsidiaries. The said scheme was approved by the Board of Directors of the Company on June 19, 2024 and subsequently approved by the Members through Postal Ballot on July 23, 2024. The Company had also received the in-principle approval from the Stock Exchange vide its letter dated October 17, 2024.

During the year under review, the Nomination and Remuneration Committee of the Board of Directors at its meeting held on January 07, 2026 approved the grant of 5,892 (Five Thousand Eight Hundred and Ninety Two) Employee Stock Options under the "Aayush Wellness Limited Employees Stock Option Plan 2024" to the eligible employees of the Company.

36. 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).

37. Disclosure With Respect To Demat Suspense Account/Unclaimed Suspense Account

38. General Body Meetings

The 42nd Annual General Meeting of the Company will be held on Tuesday, 29th September 2026 at 02.00 P.M. through Video Conferencing ('VC') / Other Audio Visual Means ('OAVM').

Details relating to the last 03 (Three) Annual General Meetings of the Company and Special Resolutions passed thereat are given below:

Postal Ballot:

During the year under review, no Postal Ballot was conducted to obtain the approval of the members.

39. Material Changes in the Company

Incorporation of Wholly owned subsidiaries

Following Companies incorporated as wholly owned subsidiaries (WOS):

Change of Registered office

During the year under review, the Company received approval from the Ministry of Corporate Affairs through the Registrar of Companies, Mumbai, vide Certificate of Registration of Regional Director Order dated December 18, 2025, for shifting of the Registered Office of the Company from the State of Delhi to the State of Maharashtra pursuant to Section 13(5) of the Companies Act, 2013.

Accordingly, the Registered Office of the Company was shifted from: 275, Ground Floor, West End Marg, Near Saket Metro Station Exit 2, New Delhi 110030 to B402, Takshashila, Samant Estate, Goregaon East, Mumbai 400063.

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.