To The Members,

The Board hereby presents the 34 th Annual Report along with Audited Statements of Accounts for the Financial Year ended March 31, 2026.

FINANCIAL SUMMARY

DIVIDEND

In view of further expansion, directors do not recommend any dividend on equity shares for the year ended on 31 st March, 2026.

TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for Financial year 2025-2026, after all appropriation and adjustments was Rs. 54.40 Lakhs.

OPERATIONS

The Company is engaged in the manufacturing and marketing of oral care, skincare, personal care, cosmetic and Ayurvedic products and formulations. The Company continues to focus on quality, innovation and product development in line with evolving market requirements. The Company is also registered with various online business portals for lead generation and business development. It caters to its own brands as well as third-party and contract manufacturing requirements in domestic and international markets.

CORPORATE GOVERNANCE

In accordance with the applicable provisions of the SEBI Listing Regulations, the Corporate Governance Report along with the Auditors' Certificate thereon and the Management Discussion and Analysis Report are annexed and form an integral part of this Annual Report.

PERFORMANCE

The turnover of the Company for the year under review stood at Rs. 3248.45 Lakhs , as compared to Rs. 1667.05 Lakhs in the previous year. Your Directors are optimistic about maintaining the growth momentum and improving turnover and profitability in the current year.

The Net Profit before Tax for the year under review stood at Rs. 125.79 Lakhs , as compared to Rs. 50.78 Lakhs in the previous year. The Net Profit after Tax and other provisions stood at Rs. 54.40 Lakhs, as compared to Rs. 39.14 Lakhs in the previous year.

SHARE CAPITAL

The shareholding of the Promoters is in compliance with the permissible limits as per Securities Contracts (Regulation) Rules, 1957 and minimum public shareholding requirements as specified in Rule 19 (2) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957.

The Paid-up Equity Share Capital of the Company as on March 31, 2026 was 1,99,98,476 comprising of 19998476.4 equity shares of 10 each.

During the period under review, the board in its meeting held on 28 th March, 2026, subject to the approval of the members has decided to create, issue, offer and allot, on a preferential basis Fully Convertible Warrants ("Warrants") carrying a right exercisable by the Warrant holder to subscribe to one Equity Share per Warrant, to persons belonging to 'Promoter & Promoter Group' Category and 'Non-Promoter' Category, at such issue price as may be determined in accordance with the provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Further, with the approval of the members, the Company has raised the aforesaid funds and funds so raised have been utilized for the purpose and in the terms approved by the Members and as disclosed in the relevant offer documents.

FUTURE PROSPECTS

The Company continues to strengthen its presence across oral care, skincare, personal care and cosmetic segments, with a growing focus on domestic as well as international markets.The Company has expanded its third-party and contract manufacturing business and is now exporting products manufactured for third-party customers to the United States. It will continue to explore further opportunities to expand its export business and international customer base.

The Company's own consumer brand, Ayuveer, is also growing with an expanding portfolio across skincare, hair care, personal care and wellness categories. Ayuveer continues to strengthen its reach through leading e-commerce platforms including Amazon, Flipkart and Myntra. Going forward, the Company will focus on expanding exports and third-party manufacturing, introducing products in line with market trends, and accelerating the growth of Ayuveer to support sustainable long-term growth.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there has been no change in the Board of Directors of the Company. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, and of the directors individually, as well as the evaluation of its compliance committees. The manner in which the evaluation has been carried out has been explained in detail in the Corporate Governance Report, which forms part of this Annual Report.

The following policies of the Company are annexed to this report:

1) Policy for selection of Directors and determining Directors independence (Annexure I); and 2) Remuneration Policy for Directors, Key Managerial Personnel and other employees

(Annexure II).

However, during the period under review, Mr. Rony Shah has resigned as the Company Secretary and Compliance Officer with effect from 12 th November, 2025 and Ms. Ashita Chittora was appointed as Company Secretary w.e.f. 02 nd February, 2026.

RE-APPOINTMENT OF DIRECTORS RETIRING BY ROTATION

In terms of the provisions Section 149, 152 of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mrs. Shruti A Shah (DIN: 06952245), Director of the Company, retires at the ensuing AGM and being eligible, seeks reappointment.

A resolution seeking the re-appointment of Mrs. Shruti A Shah forms part of the Notice convening the ensuing Annual General Meeting scheduled to be held on Wednesday, September 23, 2026. The profile and particulars of experience, attributes and skills of Mrs. Shruti A Shah have been disclosed in the annexure to the Notice of the Annual General Meeting.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

No Company has become or ceased to be a subsidiary, joint venture or associate during the financial year 2025-2026.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that: a) In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 as at March 31, 2026 and of the Profit and Loss of the Company for the year ended on that date;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. Directors draw attention of the members to note no. 35 to the financial statement which sets out related party disclosures.

AUDITORS & AUDITORS' REPORT

The Board of Directors have appointed M/s. Jayesh R. Shah & Co., Chartered Accountants in the Annual General Meeting held on September 30, 2022 for a period of five years to hold office till the conclusion of the 35 th Annual General Meeting of the Company. They have confirmed their eligibility and they are not disqualified for appointment.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

The Board appointed M/s. Nidhi Shah & Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2025-26. The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed herewith marked as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain cost records and conduct cost audit.

DISCLOSURES

Audit Committee

The Audit Committee comprises of three Independent Directors namely Mr. Chetan H. Mehta (Chairman), Mr. Prakashbhai C. Shah (Member) and Mr. Nilesh K. Shah (Member). All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the SEBI Listing Regulations, comprises of senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee.

Meetings of the Board

Six meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report.

Particulars of Loans Given, Investments made, Guarantees given & Securities provided

Particulars of loans given, investments made, guarantees given and securities provided are provided in the notes to the Financial Statements.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings &utgo

Energy conservation continues to be an area of focus for Veerhealth Care. Initiatives to integrate energy efficiency into overall operations are undertaken through operational practices and awareness is created amongst associates on energy conservation through campaigns and events. The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company's operations do not require significant import of technology. There was no technology absorption. Foreign exchange earnings and outgo during the year under review are disclosed at note no. 39 and 40 to the financial statement. The Company has not entered into any technology transfer agreement.

Extract of Annual Return

As required under the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Company is required to place a copy of Annual Return (in Form MGT-7) on the Company's website, web link of such annual return shall be disclosed in the Board's Report. viz. www.veerhealthcare.in By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board's report.

Particulars of Employees and related disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith marked as Annexure IV to this Report. No disclosure or reporting is required in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as there are no employees drawing remuneration in excess of the limits set out in the said rules.

Corporate Social Responsibility

The Company is not required to constitute Corporate Social Responsibility Committee in terms of the provisions of Section 135 of the Companies Act, 2013.

Material changes and commitments affecting financial position between the end of the financial year and date of the report

There has been no material changes and commitment affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise. 3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. 4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. 5. The Company has generally complied with applicable laws, listing regulations and Secretarial Standards 6. There were no frauds reported by the Auditors under Sub section (12) of Section 143 of the Companies in (Amendment) Act, 2015, to the Audit Committee, Board of Directors or Central Government.

7. Details of application made on any proceeding pending under the Insolvency and Bankruptcy Code, 2016

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the financial institutions, banks, government authorities and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

By Order of the Board of Directors For Veerhealth Care Limited