aayush foodherb Directors report

Dear Shareholders,

Your directors are pleased to present their 39^th Annual Report of the Company along with the statement of Accounts for the financial year ended March 31, 2023.

1. FINANCIAL RESULTS

(Rs. In Lakhs)

Particulars	Year Ended	Year Ended
	31.03.2023	31.03.2022
Gross Income from Sales & other operations	864.85	1809.27
Profit / (Loss) before depreciation and taxes	(31.69)	(203.02)
Less: Depreciation	3.01	6,72
Profit / (Loss) before taxes	(34.70)	(209.74)
Less: Provision for taxes including deferred taxes (reversed)	(0.27)	(2.02)
Profit / (Loss) after taxes	(34.43)	(207.72)
Profit / (Loss) carried forward to Reserves & Surplus	(34.43)	(207.72)
Earnings Per Share (in Rs.)	(1.061)	(6.40)

2. PERFORMANCE

During the year under review, your company has achieved total revenue of Rs. 864.85 Lakhs. After reporting all the expenses under review, your company reported a loss of Rs. 34.43/- lakhs for fiscal year 2022-23. During the year under review, there was no change in the nature of the business.

3. DIVIDEND

Due to the loss suffered by the Company, your directors express their inability to recommend dividend for the financial year ended on March 31, 2023.

4. RESERVES

During the year under review, the Company has not transferred any amount to the General Reserve. Losses incurred were adjusted against the general reserve and earlier tax adjustments were made. The General Reserve of the Company stood at Rs. 41.17/- Lakhs as of March 31, 2023.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

6. SHARE CAPITAL

Authorized Share Capital:

The Authorized Share Capital of the Company as of March 31, 2023, 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/- each.

Issued, Subscribed and Paid-up Equity Share Capital:

The Issued, Subscribed and paid-up Equity Share Capital as of March 31, 2023, stood at Rs. 3,24,50,000/- (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. During the year under review, there was no change in the Company’s Issued, Subscribed and Paid-up Equity Share Capital. The Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

7. DEPOSITS

During the year under review, your Company did not accept any deposit within the meaning of the provisions of Chapter V Acceptance of Deposits by Companies read with the Companies (Acceptance of Deposits) Rules, 2014.

8. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL BOARD OF DIRECTORS

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As of the date of the report, your company has the following Directors on its Board:

Sr. No.	Name of the Director	Category	Date of Appointment	Date of Resignation	Change in Designation
1.	Pallavi Mittal	Managing Director	13/01/2017	-	13/06/2023
2.	Rajesh Goel	Independent, Non-	17/02/2016	05/04/2023	-
		Executive Director
3.	Kamna	Non-Executive, Non- Independent Director	26/08/2019	30/05/2023	-
4.	Shashank Shekhar Chaturvedi	Independent, Non- Executive Director	12/11/2019	13/06/2023	-
5.	Naveena Kunjaru Kumar	Managing Director and Chairman	13/06/2023	-	-
6.	Akshay Nawale Vijay	Executive Director & CFO	30/05/2023	-	13/06/2023
7.	Sanjay Devlekar Atmaram	Additional Non Executive Independent Director	30/05/2023	-	-
8.	Pradeep Karn Kumar	CFO	14/01/2022	28/02/2023	-
9.	Vishakha Jadhav Umesh	Additional Non- Executive Independent	17/04/2023	-	-
10.	Rajgopalan Srinivasa Iyengar	Director Additional Executive Independent Director	Non-	27/06/2023	-	-

During the period under review, following changes took place in the Board of Directors of the Company:

1. Change in designation of Ms. Pallavi (DIN: 07704583) from Managing director to Non-executive Director of the company as per recommendation of Nomination and Remuneration Committee effective from June 13, 2023;

2. Appointment of Mr. Naveena Kumar Kunjaru (DIN: 07087891) as Managing Director and Chairman of the Company as per recommendation of Nomination and Remuneration Committee for the term of five (05) consecutive term effective from June 13, 2023;

3. Resignation of Mr. Shashank Shekhar Chaturvedi (DIN: 08605043) from the post of Non-executive Independent Director of the Company effective from June 13, 2023;

4. Appointment of Mr. Akshay Vijay Nawale (DIN: 07597069) as an additional director (Non-Executive, Independent Director) as per recommendation of Nomination and Remuneration Committee on the Board of the Company w.e.f. May 30, 2023, not liable to retire by rotation;

5. Change in designation of Mr. Akshay Nawale (DIN: 07597069) from Additional Independent Director to Executive Director and Chief Financial Officer (CFO) of the company as per recommendation of Nomination and Remuneration Committee effective from June 13, 2023;

6. Appointment of Mr. Sanjay Atmaram Devlekar (DIN: 07847440) as an additional director (Non-Executive, Independent Director) as per recommendation of Nomination and Remuneration Committee on the Board of the Company w.e.f. May 30, 2023;

7. Resignation of Ms. Kamna (DIN: 07865460), from the post of Non-Executive, Non-Independent Director of the company w.e.f. May 30, 2023;

8. Resignation of Mr. Pradeep Kumar Karn from the post of CFO of the company w.e.f. February 28, 2023;

9. Resignation of Mr. Rajesh Goel from the post of Non-Executive Independent Director of the company w.e.f. April 05, 2023;

10. Appointment of Ms. Vishakha Umesh Jadhav (DIN: 10064103) as an Additional Director (Non-Executive, Independent Director) with effect from April 17, 2023;

11. Appointment of Mr. Rajgopalan Srinivasa Iyengar (DIN: 00016496) as on (Non-Executive,

Independent Director) of the company w.e.f. June 27, 2023.

The Company is in compliance with the composition of the Board of Directors in terms of the Companies Act, 2013. All Independent Directors have confirmed that they have met the criteria as mentioned under Section

149(7) of the Companies Act, 2013 ("Act").

KEY MANAGERIAL PERSONNEL

The following persons are the Key Managerial Personnel (KMP’s) of the Company in accordance with the provisions of Section 203 of Companies Act, 2013 and rules made there under:

Name of KMP’s	Designation
Mr. Pradeep Kumar Karn*	Chief Financial Officer
	(Up to February 28, 2023)
Mr. Akshay Vijay Nawale*	Chief Financial Officer
	(With Effect from June 13, 2023)
Ms. Preeti Kataria**	Company Secretary & Compliance Officer
	(Up to June 18, 2022)
Ms. Kajal Mittal**	Company Secretary & Compliance Officer
	(with effect from July 21, 2022, up to May 30, 2023)
Ms. Komal Soni	Company Secretary & Compliance Officer
	(with effect from June 01, 2023, up to July 22, 2023)
Ms. Urmi Shah	Company Secretary & Compliance Officer
	(with effect from July 22, 2023)

*During the year under review, Mr. Pradeep Kumar Karn has resigned from the post of Chief Financial Officer with effect from February 28, 2023.

Further, in his place Mr. Akshay Vijay Nawale is appointed by the board of directors as Chief Financial Officer of the Company with effect from June 13, 2023 in the board meeting held on June 13, 2023.

**During the year under review, Ms. Preeti Kataria has resigned from the post of Company Secretary & Compliance Officer with effect from June 18, 2022 and in her place Ms. Kajal Mittal is appointed by the Board of Directors as Company Secretary & Compliance Officer of the Company with effect from July21, 2022 in the Board Meeting held on July21, 2022.

Further, During the year under review following changes took place in the Key Managerial Persons:

1. Appointment of Ms. Komal Soni (ACS: 69534) associate member of ‘The Institute of Company Secretaries of India’ is appointed as Company Secretary and Compliance Officer of the Company w.e.f.

June 01, 2023;

2. Resignation of Ms. Kajal Mittal (ACS: A58861) from the post of company secretary and compliance officer of the company w.e.f. May 30, 2023;

3. Resignation of Ms. Komal Soni (ICSI Mem No. A69534) from the position of company secretary and compliance officer of the company w.e.f. July 22, 2023;

4. Appointment of Ms. Urmi Haresh Shah (ICSI Mem No. A70885) as a company secretary and compliance officer of the company w.e.f. July 22, 2023.

9. DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149(7) read with Schedule IV of the Companies Act, 2013, the Company has received necessary declaration from all the Independent Directors of the Company. All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company’s Code of Business Conduct & Ethics.

10. NUMBER OF BOARD MEETINGS HELD

The Board meets at regular intervals to discuss and decide on policy and strategy apart from other business discussions.

During the Financial Year under review 07 (Seven) meetings of the Board of Directors were held. The dates on which the said meetings were held:

1. May 30, 2022

2. July 21, 2022

3. August 12, 2022

4. August 25, 2022

5. November 14, 2022

6. February 13, 2023

7. February 28, 2023.

In respect of the above meetings the proper notices were given and the proceedings were properly recorded and the intervening gap between the Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

11. COMMITTEES OF THE BOARD

The Board has constituted the following committees in compliance with the Companies Act, 2013:

Audit Committee:

The Audit Committee of the Company is constituted/re-constituted in line with the provisions of Regulation 18 of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013.The Audit Committee is constituted in line to monitor and provide effective supervision of the management’s financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.

The Audit Committee of the Company consists of Mr. Rajesh Goel as Chairman, Ms. Pallavi Mittal and Mr. Shashank Shekhar Chaturvedi as Members as at 31.03.2023. The Composition and Terms of Reference of the Audit Committee are in line with Section 177 of the Companies Act, 2013 and rules made thereunder. During the Financial Year under review 05 (Five) meetings of the Audit Committee were convened and held. The dates on which the said meetings were held:

1. May 30, 2022

2. August 12, 2022

3. August 25, 2022

4. November 14, 2022

5. February 13, 2023

The members of the Committee are people with the ability to read and understand the Financial Statement. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Further, there have been no instances where the Board has not accepted any recommendation of the Committee. The necessary quorum was present at all the Meetings.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted/reconstituted in line with the provisions of Regulation 19 of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.

The Nomination and Remuneration Committee of the Company consists of Mr. Rajesh Goel as Chairman, Ms. Kamna and Mr. Shashank Shekhar Chaturvedi as Members as at 31.03.2023. The Composition and Terms of Reference of the Nomination and Remuneration Committee are in line with Section 178 of the Companies Act, 2013 and rules made thereunder.

During the Financial Year under review 02 (Two) meetings of the Nomination and Remuneration Committee were convened and held. The dates on which the said meetings were held:

1. June 18, 2022

2. July 21, 2022

Further, the necessary quorum was present at all the meetings.

Stakeholders Relationship Committee:

The Stakeholders Relationship Committee of the Company consists of Mr. Rajesh Goel as Chairman, Ms. Kamna and Mr. Shashank Shekhar Chaturvedi as Members as at 31.03.2023. The Composition and Terms of Reference of the Stakeholders Relationship Committee are in line with Section 178 of the Companies Act, 2013 and rules made thereunder. During the Financial Year under review 01 (One) meeting of the Stakeholders Relationship Committee was convened and held. The dates on which the said meetings were held:

1. June 18, 2022

Further, the members of the Committee effectively address shareholders’ grievances. The necessary quorum was present at all the meetings. No complaints remained unattended/ pending for more than thirty days. The Company has no share transfers/ transmission pending as on March 31, 2023. Further, no shareholders complaint/ grievance was received under ‘SCORES’ during the Financial Year 2022-2023. The Company also obtains a Certificate of Compliance with the share transfer formalities from a Practicing Company Secretary as required under Regulation 40(9) of SEBI Listing Regulations and has submitted a copy of the said certificate with the Stock Exchange on yearly basis. Attendance Details of Board and Committee Meetings held during the Financial Year 2022-23: The details of meetings attended by the Members of Board as well as Committees are as follows:

Name of	Category	No. of Board	No. of Committee Meetings Attended
Director		Meetings attended	Audit	Nomination and Remuneration	Stakeholders Relationship
Pallavi Mittal	Executive Director	7 Out of 7	5 Out of 5	NA	NA
Rajesh Goel	Independent,	7 Out of 7	5 Out of 5	2 Out of 2	1 Out of 1
	Non-Executive Director
Kamna	Non-Executive Director	7 Out of 7	NA	2 Out of 2	1 Out of 1
Shashank	Independent,	7 Out of 7	5 Out of 5	2 Out of 2	1 Out of 1
Shekhar Chaturvedi	Non-Executive Director

12. MEETING OF INDEPENDENT DIRECTOR

During the Financial Year under review 01 (One) meetings of the Independent Directors were held. The dates on which the said meetings were held: June 18, 2022

13. ANNUAL RETURN

The Annual Return of the Company, pursuant to sub-section 3(a) of Section 134 and the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 2022-23 in the Form MGT-9 has been uploaded on Company’s website and the web link for the same is https://aayushfoods.com/corporate-announcements.

14. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India (ICSI).

15. 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: a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures. b) 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. c) 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. d) The Directors have prepared the annual accounts on a going concern basis. e) The Directors have laid down proper Internal Financial Controls ("IFC") and such IFC are adequate and were operating effectively. f) 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.

16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees drawing remuneration in excess of the limits set out in the said rules. The information required pursuant to Section 197 of Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and other entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such a member may write to the Company Secretary in advance.

There were no employees having remuneration in excess of the limits as provided under the said act or rules.

17. FORMAL ANNUAL/BOARD EVALUATION

Pursuant to the Section 134(3) of the Companies Act, 2013, 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 the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors based on the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members based on the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors based on the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Board evaluated the performance of Independent Directors and Individual Directors considering various parameters such as their familiarity with the Companys vision, policies, values, code of conduct, their attendance at Board and Committee Meetings, whether they participate in the meetings constructively by providing inputs and provide suggestions to the Management/Board in areas of domain expertise, whether they seek clarifications by raising appropriate issues on the presentations made by the Management/reports placed before the Board, practice confidentiality, etc. It was observed that the Directors discharged their responsibilities in an effective manner. The Directors possess integrity, expertise and experience in their respective fields.

18. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee recommends to the Board, the Company’s policy on Directors’, Key Managerial Personnel and Senior Management appointment and remuneration including criteria for determining qualifications, positive attributes, independence of director and other matters as per Section 178(3) of the Companies Act, 2013. During the financial year under review, no changes have been made to the said Policy. The Nomination and Remuneration Policy is available on the Company’s website and the web link for the same is https://www.aayushfoods.com/files/corporateannouncements/ca_policy_0012.pdf.

Further as mandated by proviso to Section 178(4) of the Companies Act, 2013, Nomination and Remuneration Policy is annexed as "Annexure-A" hereto and forms part of this report.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements forming a part of this Annual Report.

20. SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES AND HOLDING COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company and Holding Company as on March 31, 2023. Hence, the Company has not enclosed Form AOC-1.

21. MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 (‘Listing Regulations’), the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report as "Annexure-B".

22. CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on Corporate Social Responsibility.

23. RELATED PARTY TRANSACTIONS

All related party contracts/arrangements/transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. During the year under review, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with section 188 of the companies act, 2013, Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the policy of the Company on materiality of related party transactions. There were no materially significant related party transactions made by the Company which may have a potential conflict of interest with its Promoters, Directors, Key Managerial Personnel, or other persons. All such Related Party Transactions are placed before the Audit Committee for approval, wherever applicable.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 (attached as "Annexure-C") is not applicable. For further details, please refer to the notes (refer Note 27) to the financial statements.

24. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Act and Rules framed thereunder.

25. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company in accordance with Section 177 (9) of the Companies Act, 2013 has established a Vigil Mechanism/Whistle Blower Policy to report genuine concerns about unethical behavior, actual or suspected fraud or violation of Company’s code of conduct or grievances & to provide adequate safeguards against victimization of persons who may use such mechanism. The mechanism provides for direct access to the Ombudsperson appointed by the Company to receive all such complaints under this policy and ensure appropriate action.

The Audit Committee reviews and ensures the adequacy of the system laid down by the Company for the said purpose and no concern was reported during the financial year ended March 31, 2023. The Vigil Mechanism/Whistle Blower Policy is posted on the website of the Company and the web link for the same is https://www.aayushfoods.com/files/corporate-announcements/ca_policy_0011.pdf.

26. CORPORATE GOVERNANCE

Pursuant to provisions of Regulation 15(2) of the Securities and Exchange Board of India (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 clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not applicable to the Company as the paid up equity share capital of the Company is Rs. 3,24,50,000/- (Rupees Three Crores Twenty-Four Lakhs Fifty Thousand Only) and net worth of the Company is Rs. 4,40,67,000/- (Rupees Four Crores Forty Lakhs Sixty-Seven Thousand Only) as on the last day of the previous financial year i.e., March 31, 2023, which is not exceeding Rs. 10 Crores and Rs. 25 Crores, respectively as per the latest audited Financial Statements as of March 31, 2023.

Whenever this regulation becomes applicable to the Company at a later date, the Company shall comply with the requirements of this regulation within six months from the date on which such provisions became applicable to the Company.

27. RISK MANAGEMENT

The Company has already identified the key risks areas which may affect the business goals and periodically revisits the relevance of the identified risks and progress of the mitigation plans undertaken. The Company has adopted a Risk Management Policy in accordance with the provisions of the Act. It establishes various levels of accountability and overview within the Company.

The Audit Committee of the Board of the Company has been entrusted with the task to frame, implement and monitor the risk management plan for the Company and it is responsible for reviewing the risk management plan and ensuring its effectiveness with an additional oversight in the area of financial risks and controls.

28. PREVENTION OF INSIDER TRADING

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of practices and procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Code"), as approved by the Board is in force. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated persons and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Aayush Food and Herbs Limited at the time when there is unpublished price sensitive information.

29. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

During the year under review, no shares were held in the Demat suspense account or unclaimed suspense account of the Company.

30. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

The following is a summary of sexual harassment complaints received and disposed of during the year 2022-23:

No. of complaints received NIL No. of complaints disposed of NIL

31. MATERIAL CHANGES OR COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

Change of Registered office of the company:

Shifting of Registered office of the company within local limits i. e. from 370-A/2, 1st Floor, Chirag Delhi New Delhi South Delhi 110017 to 55, 2nd Floor, Lane 2, Westend Marg, Saidullajab, Near Saket Metro Station, New Delhi, Delhi 110030. Except above, there were no material changes or commitments affecting the financial position of the company which has occurred between the end of Financial Year March 31, 2023, and the date of this report.

32. SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS/ COURTS/ TRIBUNALS

There were no significant material orders passed by the Regulators/ Courts/ Tribunals impacting the going concern status and Company’s operations in future.

33. GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the companies. Further, as per the provisions of Companies Act, 2013, the Company may send financial statements and other documents by electronic mode to its members. Your Company has decided to join the MCA in an environmentally friendly initiative. Accordingly, henceforth the company propose to send documents such as Notice of the General Meetings, Annual Report and other communication to its shareholders via electronic mode to the registered e-mail addresses of shareholders. To support this green initiative of the Government in full measure, shareholders are requested to register/ update their latest e-mail addresses with their Depository Participant (D.P.) with whom they are having Demat A/c or send the same to the Company via e-mail at aayushfoodherbs@gmail.com. We solicit your valuable co-operation and support in our endeavor to contribute our bit to the environment.

34. LISTING OF SECURITIES, LISTING FEES AND ANNUAL CUSTODY FEES

The Securities of the Company are listed on BSE Limited (Scrip Code: 539528) and Metropolitan Stock Exchange of India Limited (Symbol: AAYUSH). The Company has paid the listing fee to the Stock Exchanges for the financial year 2023-2024. The Company has also made the payment of Annual Custody fee to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the financial year 2023-2024.

35. DEMATERIALISATION OF SECURITIES

Your Company has already established connectivity with both the Depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to facilitate the holding and trading of securities in electronic form. The shareholders, who have not gone in for dematerialization of shares till date, are requested to opt for dematerialization of the shares at the earliest. As per notifications and circulars issued by the Securities and Exchange Board of India (SEBI) from time to time, the shares of the Company can be transferred only in dematerialized form. Members are advised to dematerialize share(s) in the Company to facilitate transfer of share(s). The ISIN of the company is INE430R01015. Accordingly, all the shareholders, Investors, Members of the Stock Exchanges, Depository

Participants and all other concerned are requested to send all communication in respect of Share Transfer, Transmission/ Transposition, Demat/Remat and Change of Address etc. to our Registrar and Share Transfer Agent at below mentioned address:

Beetal Financial & Computer Services (P) Ltd.

Beetal House, 3rd Floor, 99 Madangir, Behind Local Shopping Centre, Near Dada Harsukh Dass Mandir, New Delhi 110062 Ph. # 011-29961281 Fax # 011-29961284 E-Mail: beetalrta@gmail.com Website: www.beetalfinancial.com

In case any query/complaint remains unresolved with our Registrar and Share Transfer Agent of the Company please write to the Company Secretary at the registered office of the Company.

36. HEALTH, SAFETY AND ENVIRONMENT PROTECTION

The Company has complied with all the applicable environmental law and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

37. HUMAN RESOURCES

People remain the most valuable asset of your Company. Your Company follows a policy of building strong teams of talented professionals. Your Company continues to build on its capabilities in getting the right talent to support different products and geographies and is taking effective steps to retain the talent. It has built an open, transparent, and meritocratic culture to nurture this asset. The Company recognizes people as its most valuable asset and The Company has kept a sharp focus on Employee Engagement. The

Company’s Human Resources are commensurate with the size, nature and operations of the Company.

38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies Act, 2013 ("the Act") read with rule 8(3) of the

Companies (Accounts) Rules, 2014 are annexed at "Annexure-D".

39. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure E" to this Report. The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. As per the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report and the Accounts are being sent to all the members of the Company, excluding the information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office. The said information is also available for inspection at the Registered Office during working hours up to the date of the ensuing Annual General Meeting.

40. FAMILIARISATION PROGRAMMES:

The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts an orientation programme for the induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Company’s website www.aayushfoods.com.

41. AUDITORS AND THEIR REPORT

STATUTORY AUDITORS

The Auditor’s Report for the financial year ended March 31, 2023, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditors’ Report and Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the

Companies Act, 2013 during the year. The Auditor’s report is enclosed with the financial statements in this Auditor’s Report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company have appointed M/s. Prachi Bansal and Associates, Company Secretary in Practice (C.P. No. 23670) to undertake the Secretarial Audit of the Company for the financial year 2022-2023. The Company has received consent from M/s. Prachi Bansal and Associates, Company Secretary to act as the auditor for conducting audit of the secretarial records for the financial year ending March 31, 2023.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year ended March 31, 2023, does not contain any qualification, reservation or adverse remark. A copy of the Secretarial Audit Report (Form MR-3) as provided by the Company Secretary in Practice has been annexed to the Report. ("Annexure-F")

COST AUDITOR

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

42. CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision making in the conduct of professional work. The Code of Conduct ensures that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also form part of the Code of Conduct.

All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

43. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the reporting period, no application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

44. SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.

45. WEBSITE OF THE COMPANY

Your Company maintains a website www.aayushfoods.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

46. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed a cordial relationship with workers and employees at all levels.

47. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2022-23, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) of the Companies Act, 2013.

48. ACKNOWLEDGEMENT

The Board of Directors of the Company wish to place on record their sincere thanks to the shareholders for their co-operation, faith and confidence in the management of the Company. The Company’s endeavor would be to merit the confidence reposed in it by its stakeholders. Your Board acknowledges the support and co-operation received from all the regulatory authorities of the Central Government and State Government, respectively. It also expresses its sincere appreciation of the employees at all levels for being encouraged to meet several challenges encountered and look forward to their valuable support and commitment in the times ahead.

By Order of the Board of Directors
For Aayush Food and Herbs Limited
Sd/-
Naveenakumar Kunjaru	Pallavi Mittal
Managing Director	Director	Date: September 05, 2023
DIN: 07087891	DIN: 07704583	Place: New Delhi