Desh Rakshak Aushdhalaya Ltd Directors Report

To,

The Members,

M/s. Desh Rakshak Aushdhalaya Limited

Your Directors have the pleasure of presenting the 44 th Annual Report of the Company on the business and operations of the Company, together with Audited Statement of Accounts for the year ended March 31, 2025.

1. FINANCIAL RESULTS:

(Amount to nearest hundred)

Particulars	2024-2025	2023-2024
Revenue from operations including other income	6,30,38,600	6,02,99,700
Total Expenses	5,73,91,400	5,52,34,200
Profit before tax	56,47,200	50,65,600
Tax Expense:
Current Tax	8,81,000	7,90,200
Profit /(Loss) after tax	47,66,200	42,75,400
Profit for Appropriation Sub Total (A)	47,66,200	42,75,400
Transfer to General Reserve	47,66,200	42,75,400
Proposed Dividend	0	0
Tax on Dividend	0	0
Sub Total (B)	47,66,200	42,75,400

2. COMPANY S PERFORMANCE AND OPERATION:

The Total Revenue for the financial year under review was Rs. 6,30,38,600 as against Rs. 6,02,99,700 for the previous financial year registering increase of revenue.

The profit before tax is Rs. 56,47,200 and the profit after tax is Rs. 47,66,200 for the financial year under review as against Rs. 50,65,600 and Rs. 42,75,400 respectively reported for the previous financial year.

There are material changes and commitments affecting the financial position of the Company, between the end of the financial year and the date of this Report.

The Board of Directors of the Company in the board meeting held on May 05, 2025 approved proposal for raising of funds by create, offer, issue and allot 12,60,000 (Twelve Lakhs Sixty Thousand) Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each of the Company for cash at a price of Rs. 22/- (Rupees Twenty Two Only) [including a premium of Rs. 12/- (Rupees Twelve Only)] per equity share of Rs. 10/- Rupees Ten Only) each of the Company through private offerings / preferential issue in accordance with the Companies Act, 2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, ( " SEBI (ICDR) Regulations " ), and all other applicable laws, as may be considered appropriate, subject to approval of the shareholders of the Company and receipt of other regulatory/statutory approvals as may be required.

The members of the Company in the Extra-Ordinary General Meeting held on May 29, 2025 approved to create, offer, issue and allot by way of preferential issue up to 12,60,000 (Twelve Lakhs Sixty Thousand) Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each of the Company for cash at a price of Rs. 22/- (Rupees Twenty Two Only) [including a premium of Rs. 12/- (Rupees Twelve Only)] per equity share of Rs. 10/- Rupees Ten Only) each of the Company.

3. DIVIDEND:

Your directors have not recommended any dividend on equity shares for the year under review. As mentioned earlier, the directors are not recommending any dividend for the year under review.

4. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives, as the provisions of Section 135 of the Companies Act, 2013 are not applicable to the company.

5. DEPOSITS:

The Company has not accepted any deposits from public under Chapter V of the Companies Act, 2013, during the financial year under review.

6. SHARE CAPITAL:

Share Capital as on 31 st March, 2025:

The present Authorized Share Capital of the Company is Rs. 100,000,000 /- (Rupees Ten Crore Only) divided into 10,000,000 (Rupees One Crore) Equity Shares of Rs.10/- each.

The issued, subscribed and paid-up equity share capital as on 31st March 2025 was Rs. 44,383,240/- (Rupees Four Crores Forty Three Lakhs Eighty Three Thousand Two Hundred and Forty Only) divided into 44,38,324 (Forty Four Lakhs Thirty Eight Thousand Three Hundred and Twenty Four) equity shares of face value of Rs. 10/- each as on March 31, 2025.

There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares, nor has initiated any stock options.

Share Capital as on 09 th September, 2025:

The members of the Company in the Extra-Ordinary General Meeting held on May 29, 2025 approved to create, offer, issue and allot by way of preferential issue up to 12,60,000 (Twelve Lakhs Sixty Thousand) Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each of the Company for cash at a price of Rs. 22/- (Rupees Twenty Two Only) [including a premium of Rs. 12/- (Rupees Twelve Only)] per equity share of Rs. 10/- Rupees Ten Only) each of the Company.

The Company received " in-principle " approval for the above mentioned Preferential Issue in terms of Regulation 28 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in connection with the issuance and allotment of fully paid-up Equity Shares by way of preferential issue of 12,60,000 (Twelve Lakhs Sixty Thousand) Equity Shares from the BSE Limited vide its letter bearing ref. no. LOD/PREF/MV/FIP/768/2025-26 dated August 26, 2025.

The Board of Directors of the Company in the board meeting held on September 09, 2025 approved allotment by way of preferential issue of 12,60,000 (Twelve Lakhs Sixty Thousand) Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each of the Company for cash at a price of Rs. 22/- (Rupees Twenty Two Only) [including a premium of Rs. 12/- (Rupees Twelve Only)] per equity share of Rs. 10/- (Rupees Ten Only) each of the Company to identified allottees belonging to non-promoter category as approved by shareholders in accordance with the Companies Act, 2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, ( " SEBI (ICDR) Regulations " ) ,

The Company realized the Allotment Money aggregating to Rs. 2,77,20,000/- from the bank account of the respective allottees against the allotment of the above mentioned equity shares.

The Company received Listing approval from the BSE Limited vide Letter No. LOD /PREF /SP/FIP/1021/2025-26 dated October 10, 2025 with regard to issue of 12,60,000 Equity Shares of face value of Rs. 10/- each issued at a premium of Rs. 12/- per equity share .

The Company received trading approval from the BSE Limited vide Notice No. 20251024-13 dated October 24, 2025 with regard to issue of 12,60,000 Equity Shares of face value of Rs. 10/- each issued at a premium of Rs. 12/- per equity share with effect from October 27, 2025 on preferential basis.

The details of the share capital of the Company after the issue of 12,60,000 Equity Shares of face value of Rs. 10/- each on preferential basis are as under:

The Authorized Share Capital of the Company is Rs. 100,000,000 /- (Rupees Ten Crore Only) divided into 10,000,000 (Rupees One Crore) Equity Shares of Rs.10/- each.

The issued, subscribed and paid-up equity share capital of the Company is Rs. 5,69,83,240/- (Rupees Five Crores Sixty Nine Lakhs Eighty Three Thousand Two Hundred and Forty Only) divided into 56,98,324 (Fifty Six Lakhs Nighty Eight Thousand Three Hundred and Twenty Four) equity shares of face value of Rs. 10/- each.

7. HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY DURING THE PERIOD UNDER REPORT:

The company does not have any subsidiary, associate and joint venture companies. There are no companies have become or ceased to be the companies Subsidiaries, joint ventures or associate companies during the year;

8. FINANCIAL STATEMENT:

Annual Report 2024-25 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors Report (including Management Discussion and Analysis) are being sent and Full version of Annual Report 2024-25 is also available for inspection at the registered office of the Company during working hours up to the date of ensuing Annual General Meeting (AGM). It is also available at the Companys website at .

9. TRANSFER TO RESERVES:

The Company has transferred Rs 47,66,200 to reserves for the year under scrutiny and aggregate balance of reserves and surplus is Rs 5,29,20,300.

10. STATUTORY AUDITORS:

M/s. Sudhanshu Jain & Associates, Chartered Accountants, were appointed as Statutory Auditors of the company at the Annual General Meeting ( " AGM " ) held on 23 rd , September, 2017, for a term of five consecutive years till the conclusion of 41 st Annual General Meeting held in 2022, for a term of 5 (five) year. The tenure of M/s Sudhanshu Jain & Associates completed in the 41 st AGM.

Based on recommendations of the Audit Committee and the Board of Directors, the members in the 41 st AGM held on September 17, 2022, approved the appointment of Anil Jain and Co, as the Statutory Auditors of the Company for a term of 5 (five) years i.e. from the conclusion of 41st AGM till the conclusion of 46th AGM to be held in the year 2027.

The statutory auditors report is annexed to this annual report. There are no adverse remarks on disclosure by the statutory auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

11. LISTING FEES:

Equity Shares of your Company are listed on BSE Limited. Your Company has paid the required listing fees to Stock Exchange.

12. INTERNAL AUDITORS:

The Company appointed Internal Auditor to conduct Internal audit of the accounts maintained by the Company, for the financial year 2024-25 and 2025-26.

The Company appointed Mrs. Bhumika Parwani, Chartered Accountant in Practice, as the internal auditor of the Company for conducting internal audit of the company for the financial year 2024-25 and 2025-2026.

After the resignation of Mrs. Bhumika Parwani, the Company appointed Mr. Aman Parahsar as the internal auditor of the Company for conducting internal audit of the company for the financial year 2025-26.

There was no qualification, reservation or adverse remark made by the Internal Auditors in their report.

13. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed Mr. Ramesh Chandra Sharma, Proprietor of R.C. Sharma and Associates, Practicing Company Secretaries, (Peer Review Certificate Number 6899/2025) as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year ended 31st March 2025. The Secretarial Audit Report issued by Mr. Ramesh Chandra Sharma, Proprietor of R.C. Sharma and Associates, Practicing Company Secretaries, in Form MR-3 is annexed to this Board s Report as Annexure-E.

The Secretarial Audit Report made by practicing company secretary contains no qualification, reservation or adverse remark.

The Board of the directors of the company, at its meeting held on December 06, 2025, considered the recommendation of the Audit Committee with respect to the appointment of Mr. Ramesh Chandra Sharma, Proprietor of R.C. Sharma and Associates, Practicing Company Secretaries, (Peer Review Certificate Number 6899/2025) as the Secretarial Auditors. After due consideration and review, the Board recommends for approval of the Members the appointment of Mr. Ramesh Chandra Sharma, Proprietor of R.C. Sharma and Associates, Practicing Company Secretaries, (Peer Review Certificate Number 6899/2025) as the Secretarial Auditors of the Company for a period of five consecutive years commencing from the conclusion of the ensuing 44th Annual General Meeting scheduled to be held on December 30, 2025, through the conclusion of 49th Annual General Meeting of the Company to be held in the year 2030, for conducting secretarial audit of the Company for the period beginning from Financial Year 2025-26 through the Financial Year 2029-30.

14. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITOR AND SECRETARIAL AUDITOR IN AUDIT REPORT AND SECRETARIAL AUDIT REPORT:

The audit report and secretarial report contains no qualification, reservation, disclaimer or adverse remark and hence not required for explanations or comments by the board.

15. STATE OF COMPANY S AFFAIRS:

The Company is engaged in the activities of Ayurvedic Medicines.

The members of the Company in the Extra-Ordinary General Meeting held on May 29, 2025 approved to create, offer, issue and allot by way of preferential issue up to 12,60,000 (Twelve Lakhs Sixty Thousand) Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each of the Company for cash at a price of Rs. 22/- (Rupees Twenty Two Only) [including a premium of Rs. 12/- (Rupees Twelve Only)! per equity share of Rs. 10/- Rupees Ten Only) each of the Company.

The Company realized the Allotment Money aggregating to Rs. 2,77,20,000/- from the bank account of the respective allottees against the allotment of the above mentioned equity shares

16. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

None of the employee of your company, who was employed throughout the financial year, was in receipt of remuneration in aggregate of rupees one crore and two lakhs rupees or more or if employed for the part of the financial year was in receipt of remuneration of rupees Eight lakhs and fifty thousand rupees per month and if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case be may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director.

17. MATERIAL CHANGES AND COMMITMENTS 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:

There are material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

The members of the Company in the Extra-Ordinary General Meeting held on May 29, 2025 approved to create, offer, issue and allot by way of preferential issue up to 12,60,000 (Twelve Lakhs Sixty Thousand) Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each of the Company for cash at a price of Rs. 22/- (Rupees Twenty Two Only) [including a premium of Rs. 12/- (Rupees Twelve Only)] per equity share of Rs. 10/- Rupees Ten Only) each of the Company.

The Company received " in-principle " approval for the above mentioned Preferential Issue in terms of Regulation 28 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in connection with the issuance and allotment of fully paid-up Equity Shares by way of preferential issue of 12,60,000 (Twelve Lakhs Sixty Thousand) Equity Shares from the BSE Limited vide its letter bearing ref. no. LOD/PREF/MV/FIP/768/2025-26 dated August 26, 2025.

The Board of Directors of the Company in the board meeting held on September 09, 2025 approved allotment by way of preferential issue of 12,60,000 (Twelve Lakhs Sixty Thousand) Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each of the Company for cash at a price of Rs. 22/- (Rupees Twenty Two Only) [including a premium of Rs. 12/- (Rupees Twelve Only)] per equity share of Rs. 10/- (Rupees Ten Only) each of the Company to identified allottees belonging to non-promoter category as approved by shareholders in accordance with the

Companies Act, 2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, ( " SEBI (ICDR) Regulations " ) ,

The Company realized the Allotment Money aggregating to Rs. 2,77,20,000/- from the bank account of the respective allottees against the allotment of the above mentioned equity shares.

18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY S OPERATION IN FUTURE:

The BSE Limited vide mail dated 31st day of October, 2024 after examined the request for waiver of fine intimated to pay fine of Rs. 5,67,457 for late compliance/non compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 within 10 days from the date of intimation. The fine of Rs. 5,67,457 paid by the company on 8th day November, 2024. Consequently, the BSE Limited intiated order for defreezing the promoters shareholding.

Apart from mentioned above, there are no significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company. Hence, disclosure pursuant to Rule 8(5) (vii) of the Companies (Accounts) Rules, 2014 is not required.

19. REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection, appointment and remuneration of Employees, Directors and KMPs including criteria for determining qualifications, positive attributes, independence of directors and is also available in the website of the company at .

Policy for Remuneration to Directors/Key Managerial Personnel

i. Remuneration to Managing Director/Whole-time Directors:

(a) The Remuneration/Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

(b) The Nomination & Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director/Whole-time Directors.

ii. Remuneration to Non-Executive/Independent Directors:

(a) The Non-Executive/Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of the Companies Act, 2013.

(b) All remuneration of the Non-Executive/Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197(5) of the Companies Act, 2013) shall be subject to ceiling/limits as provided under the Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

(c) An Independent Director shall not be eligible to get Stock Options and shall also not be eligible to participate in any share based payment schemes of the Company.

(d) Any remuneration paid to Non-Executive/ Independent Directors for services rendered which are of professional nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

- The Services are rendered by such Director in his capacity as the professional; and

- In the opinion of the Nomination and Remuneration Committee, the Director possesses the requisite qualification for the practice of that profession.

iii. Remuneration to Key Managerial Personnel:

(a) The remuneration to Key Managerial Personnel shall consist of fixed pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company s Policy.

(b) The Fixed pay shall include monthly remuneration, employer s contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from time to time in accordance with the Company s Policy.

Remuneration paid to Non-Executive Directors and Executive Directors

No sitting fees were paid to non-executive non-independent Directors as they have waived their entitlement for the same. The Non-Executive/Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of the Companies Act, 2013.

Non-executive Directors of a company s Board of Directors add substantial value to the Company through their contribution to the Management of the Company. In addition they also play an appropriate control role.

20. EXTRACT OF ANNUAL RETURN :

Pursuant to sub-section 3 (a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the

Annual Return as at 31 st March, 2025 has been placed in the company s website at .

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013:

There were no transactions entered with Related Parties for the year under review and in the ordinary course of business. The Company has developed a Related Party Transactions framework through standard operation procedures for the purpose of identification and monitoring of such transactions. The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 in Form No. AOC- 2 do not forms part of this report.

22. CORPORATE GOVERNANCE:

- Corporate Governance stipulated in Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company as paid up Equity Share capital not exceeding rupees ten crores and net worth not exceeding rupees Twenty-Five Crores, as on the last date of the previous financial year and the specific certificate to this effect has been obtained by the Company & kept on its records so therefore the compliance of furnishing Corporate Governance Report under Regulation 27(2) read with Schedule V of the Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 is not applicable to the Company . Whenever this regulation becomes applicable to the Company at a later date, the Company will comply with the requirements of those regulations within six months from the date on which the provisions become applicable to our Company.

- Declaration by the Managing Director, inter alia, confirming that the members of Board of Directors have affirmed compliance with the code of conduct of the Board of Directors, is attached as Annexure F and forms part of Annual report.

- Certificate of the Managing Director and Chief Financial Officer, inter alia, confirming the correctness of the financial statements, compliance with Company s Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of Securities Exchange and Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached as Annexure G and forms part of Annual report.

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

- DIRECTOR LIABLE BY ROTATION:

In accordance with section 152 of the Companies Act, 2013 Mr. Tosh Kumar Jain ( DIN: 01540363), Managing Director of the Company, shall be liable to retire by rotation at the 44 th Annual General Meeting and being eligible, he offers himself for re-appointment. The Additional

information as required under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 is annexed as Annexure-A.

- CHANGES IN KEY MANAGERIAL PERSONNEL AND DIRECTORS:

The appointment of Key Managerial Personnel is mandatory as per Section 203 of the Companies Act, 2013 as the company fall in the limits as prescribed under section 203 of Companies Act 2013.

The existing composition of the Companys board is fully in conformity with the applicable provisions of the Companies Act 2013.

CHANGES DURING THE FINANCIAL YEAR (2024-2025):

Name	Designation	Date	Appointment/Re- appointment/Resignation/ Retirement/Change in Designation
Mr. Arihant Kumar Jain	Whole-time director	26-09-2024	Retirement
Mrs. Monika Jain	Whole-time director	26-09-2024	Retirement
Mr. Arihant Kumar Jain	Whole-time director	30.09.2024	Re-appointment
Mrs. Monika Jain	Whole-time director	30.09.2024	Re-appointment

In accordance with section 152 of the Companies Act, 2013 Mrs. Bhumika Parwani ( DIN: 0972792), Non-Executive Director of the Company in professional capacity retires by rotation in the 43 rd Annual General Meeting of the company held on September 30, 2024 and appointed by the members of the company in 43 rd Annual General Meeting.

CHANGES AFTER THE FINANCIAL YEAR (2024-2025):

Name	Designation	Date	Appointment/Re- appointment/Resignation/ Change in Designation
Mrs. Cheena Golani	Additional Independent Director	13.08.2025	Appointment
Mr. Rajesh Kumar Gupta	Additional Independent Director	13.08.2025	Appointment
Mrs. Bhumika	Non-Executive	23.08.2025	Resignation
Parwani	Director of the Company in professional capacity
Mr. Mohit Kumar	Non-Executive Independent director	23.08.2025	Resignation

- DECLARATION BY THE INDEPEDNENT DIRECTORS:

All Independent Directors including Additional Independent Directors have submitted the declaration of independence, pursuant to the provisions of Section 149(7) of the Companies Act, 2013 ( " Act " ) and Regulation 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulations 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/ her duties with an objective independent judgment and without any external influence.

In compliance with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all the Independent Directors ( " ID " ) including Additional Independent Directors of the Company have registered themselves with the India Institute of Corporate Affairs (IICA), Manesar and have included their names in the databank of Independent Directors within the statutory timeline. Further, there has been no change in the circumstances affecting their status as IDs of the Company.

All Independent Directors including Additional Independent Directors complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

24. FAMILIARIZATION/ ORIENTATION PROGRAMME FOR INDEPENDENT DIRECTORS:

After the successful open offer completion and charge as taken by the new Board members, the Independent Directors attended a Familiarization/ Orientation Program as being inducted by the Board.

The Company had devised the detailed framework for the Familiarization Program and also approved the format of the formal letter of appointment as required to be given to the Independent Directors, outlining their role, function, duties and responsibilities.

25. SEPREATE MEETING OF INDEPENDENT DIRECTORS:

During the financial year ended March 31, 2025 the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 of Securities of Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 on 31.03.2025.

26. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company met Six times during the year on 28.05.2024, 12.08.2024, 27.08.2024, 06.09.2024, 14.11.2024 and 03.02.2025 in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

27. CONSTITUTION OF COMMITTEES:

AUDIT COMMITTEE:

The Audit Committee assists the Board in its responsibility of overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The terms of reference of Audit Committee cover the areas mentioned under Section 177 of the Companies Act, 2013. Pursuant to which, the details of composition, meetings of the Audit Committee are as under:-

The company being a listed company falls under the criteria as defined under section 177 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The company has duly constituted the Audit Committee with Mrs. Shruti Gupta (Chairman), Independent Director, Mr. Tosh Kumar Jain (Member), Managing Director, Mr. Mohit Kumar (Member), Independent Director of the company (resigned from the post of Independent Director of the company with effect from August 23, 2025) and ceased to be the member of Audit Committee with effect from August 23, 2025), Mr. Rajesh Kumar Gupta, (Member), Additional Independent Director of the company (appointed with effect from August 13, 2025 and became member of Audit Committee with effect from August 13, 2025).

The Audit Committee met 4 times on 28.05.2024, 12.08.2024, 14.11.2024 and 13.02.2025 during the financial year ended March 31, 2025.

There have been no instances of non-acceptance of any recommendations of the Audit Committee by the Board during the financial year under review.

Additionally, during the financial year ended March 31, 2025 the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 of Securities of Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 on 31.03.2025 .

NOMINATION & REMUNARATION COMMITTEE

The Board has a Nomination and Remuneration policy, which is generally in line with the existing industry practice and applicable laws. The policy has been displayed on the Company s website viz. .

The Nomination and Remuneration Committee assist the Board in overseeing the method, criteria and quantum of compensation for directors and senior management based on their performance and defined assessment criteria. The Committee formulates the criteria for evaluation of the performance of Independent Directors & the Board of Directors; identifying the persons who are qualified to become directors, and who may be appointed in senior management and recommend to the Board their appointment and removal. The terms of the reference of Nomination and Remuneration Committee covers the areas mentioned under section 178 of the Companies Act, 2013.

The company being a listed company falls under the criteria as defined under section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules,

2014. The company has duly constituted the Nomination and Remuneration Committee with Mrs. Shruti Gupta (Chairman), Independent Director, Mr. Mohit Kumar (Member), Independent Director, (resigned from the post of Independent Director of the company with effect from August 23, 2025) and ceased to be the member of Nomination and Remuneration Committee with effect from August 23, 2025, Mrs. Bhumika Pawani, (Member), Non Executive director of the company (resigned from the post of Non -Executive Director of the company with effect from August 23, 2025 and ceased to be the member of Nomination and Remuneration Committee with effect from August 23, 2025), Mr. Rajesh Kumar Gupta, (Member), Additional Independent Director of the company (appointed with effect from August 13, 2025 and became member of Nomination and Remuneration Committee with effect from August 13, 2025), Mrs. Cheena Golani, (Member), Additional Independent Director of the company (appointed with effect from August 13, 2025 and became member of Nomination and Remuneration Committee with effect from August 13, 2025).

Pursuant to which the meetings of the Nomination & Remuneration Committee are as under:

The nomination and remuneration committee met 4 times on 28.05.2024, 06.09.2024, 06.11.2024, and 27.02.2025 during the financial year ended March 31, 2025. Members of the Committees discussed the matter placed and contributed valuable inputs on the matters brought before.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee (Committee) is the Committee of the Board of Directors. The main objective of this Committee is to consider and resolve the grievances of security holders of the company.

For listed companies the rights of stakeholders play a very important role in the Corporate Governance of the Company. The listed entity shall constitute a Stakeholders Relationship Committee to look into various aspects of interest of shareholders, debenture holders and other security holders.

The company being a listed company falls under the criteria as defined under section 178 of the Companies Act, 2013. The Board of Directors of a company which consists of more than one thousand shareholders, debenture-holders, deposit-holders and any other security holders at any time during a financial year shall constitute a Stakeholders Relationship Committee.

The company falls under the criteria as defined under section 178 of the Companies Act, 2013. The company has duly constituted the Stakeholders Relationship Committee with Mrs. Shruti Gupta (Chairman), Independent Director, Mr. Arihant Kumar Jain (Member), Whole-time Director, (ceased to be the member of Stakeholder Relationship Committee with effect from August 27, 2024), Mr. Mohit Kumar (Member), Independent Director of the company (resigned from the post of Independent Director of the company with effect from August 23, 2025) and ceased to be the member of Stakeholder Relationship Committee with effect from August 23, 2025), Mr. Tosh Kumar Jain (Member), Managing Director of the company, (became the member of Stakeholder Relationship Committee with effect from August 27, 2024, Mrs. Cheena Golani, (Member), Additional Independent Director of the company (appointed with effect from August 13, 2025 and became member of Stakeholder Relationship Committee with effect from August 13, 2025).

The Stakeholders Relationship Committee met 4 times on 10.06.2024, 06.09.2024, 09.12.2024 and 24.03.2025 during the financial year ended March 31, 2025.

28. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the statutory auditors and secretarial auditors to report to the Audit Committee and/or Board under section 143(12) of the Companies Act, 2013 and rules framed thereunder.

29. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:

During the financial year ended March 31, 2025, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

30. ACCOUNTING STANDARDS:

The Company has prepared the Financial Statements for the year ended 31st March, 2025 as per Section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014.

31. 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 the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015.

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

The Board and the Nomination and Remuneration Committee ( " NRC " ) reviewed the performance of the individual directors on the basis of 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 of the Company 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.

The performance evaluation of Independent Directors was done by the entire Board and in the evaluation the Director who was subject to evaluation did not participate. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment.

32. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013, a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors

shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria. The Board has carried out an evaluation of its own performance, the directors individually as well as (including chairman) the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee of the Company.

The Board has devised questionnaire to evaluate the performances of each of Executive, NonExecutive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

1. Attendance at the Board Meetings and Committee Meetings;

2. Quality of contribution to Board deliberations;

3. Strategic perspectives or inputs regarding future growth of Company and its performance.

33. DIRECTORS RESPONSIBILITY STATEMENT:

The Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Companies Act, 2013 (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind-AS are prescribed under Section 133 of the Companies Act, 2013 ( the Act ), read with the Companies (Indian Accounting Standards) Rules, 2015. The Company has adopted all IND-AS Standards and the adoption was carried out in accordance with applicable transition guidance. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

As required under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, Directors, to the best of their knowledge and belief, state that:

i. That in the preparation of the annual accounts for the financial year ended 31st March 2025, the applicable Accounting Standards had been followed and that there were no material departures;

ii. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as 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 the year under review;

iii. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. That the directors had prepared the accounts for the financial year ended 31 st March 2025 on a "going concern basis " .

v. the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

34. VIGIL MECHANISM:

As Per Regulation 22 (1) Of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 and Section 177(9) of the Companies Act, 2013, it is mandatory for every listed company to formulate a vigil mechanism for directors and employees to report genuine concern. According to section 177(10) of the Companies Act, 2013 it is mandatory for the company to disclose the establishment of such mechanism on the website of the company and in the Board s Report.

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees and other persons can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct access to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary, in appropriate or exceptional cases by the employees or directors of the Company or any other person. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization.

A whistle-blowing mechanism provide for adequate safeguards against victimisation of employees and directors and any other person who avail of the mechanism. The details of vigil mechanism is available on the website of the company .

35. RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities. The Audit Committee and the Board periodically review the risks

and suggest steps to be taken to manage/ mitigate the risk through a properly defined framework. During the year, no major risks were noticed, which may threaten the existence of the Company.

The development and implementation of risk management has been covered in the management discussion and analysis, which forms part of annual report. The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

36. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 :

The particulars of loans, guarantees or investments made under section 186 of the Companies Act, 2013 are not applicable on the Company during the financial year 2024-25 as the Company not given loan or not provided guarantee, or not made investment during the financial year 2024-25 as per Section 186 of the Companies Act, 2013.

37. INTERNAL CONTROL SYSTEM:

The Company has a well-placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Company s internal control system comprises audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division to the Audit Committee of the Board. 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.

38. CHANGE IN NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the year.

39. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no employee drawing remuneration above the limits set under Section 197 (12) read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the disclosure as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Board s report as Annexure-H.

40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company maintains a zero-tolerance policy towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, as amended from time to time and is available on website of the Company .

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ( POSH Act ) and Rules made thereunder, your Company has constituted Internal Complaints Committees to look into complaints relating to sexual harassment at work place of any women employee. While maintaining the highest governance norms, the Company has appointed external independent persons who worked in this area and have the requisite experience in handling such matters, as Chairpersons of each of the Committees. During the year Company has not received any complaint of harassment.

One Training program conducted to raise awareness about prevention of Sexual Harassment among Employees during the year under review. Training Program conducted for Members of the Internal Committee to enable them to effectively perform their roles and responsibilities.

The Company implemented awareness programs to promote awareness regarding the the PoSH policy and to promote the organization s commitment to maintaining a safe and respectful Workplace.

During the financial year under review, the Company has complied with the relevant provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

a. Number of complaints of Sexual Harassment received in the Year	Nil
b. Number of Complaints disposed off during the year	Not Applicable
c. Number of cases pending for more than ninety days.	Not Applicable

41. MATERNITY BENEFIT:

The Company affirms that has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

42. DISCLOSURE REQUIRED UNDER REGULATION 32 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The Board of Directors of the Company in the board meeting held on September 09, 2025 approved allotment by way of preferential issue of 12,60,000 (Twelve Lakhs Sixty Thousand) Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each of the Company for cash at a price of Rs. 22/- (Rupees Twenty Two Only) [including a premium of Rs. 12/- (Rupees Twelve Only)] per equity share of Rs. 10/- (Rupees Ten Only) each of the Company to identified allottees belonging to non-promoter category as approved by shareholders in accordance with the Companies Act, 2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, ( " SEBI (ICDR) Regulations " ) ,

The Company realized the Allotment Money aggregating to Rs. 2,77,20,000/- from the bank account of the respective allottees against the allotment of the above mentioned equity shares.

The Company raised fund Rs. 2,77,20,000/- to meet the working capital requirements of the Company and for General Corporate Purposes through the above mentioned preferential issue. Till 30th September, 2025, Rs. 76,84,018.94/- was utilized to meet the working capital requirements and Rs. 69,30,000/- was utilized for General Corporate Purposes.

There is no deviation in the use of proceeds from the allotment of 12,60,000 Equity Shares of face value of Rs. 10/- each of the Company on preferential basis from the objects as stated in the explanatory statement to the Notice of the Extra-Ordinary General Meeting dated 5th May, 2025 or there is no category wise variation between projected utilisation of funds as stated in the explanatory statement to the Notice of the Extra-Ordinary General Meeting dated 5th May, 2025 and the actual utilisation of funds.

43 . DISCLOSURE REQUIRED UNDER SCHEDULE V OF THE COMPANIES ACT, 2013

All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., details of fixed component and performance linked incentives along with the performance criteria, service contracts, notice period, severance fees; and stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable:

The salary of Mr. Tosh Kumar Jain, Mr. Arihant Kumar Jain and Mrs. Monika Jain are disclosed in the Explanatory Statement.

Mr. Tosh Kumar Jain appointed as Chairman and Managing Director for a further period of five years with effect from 29th day of September, 2023. Mr. Arihant Kumar Jain re-appointed as Whole-time director for the period of five years with effect from 30 th day of September, 2024.

Mrs. Monika Jain re-appointed as Whole-time director for the period of five years with effect from 30 th day of September, 2024.

The terms and conditions relating to remuneration of Mr. Tosh Kumar Jain, Mr. Arihant Kumar Jain and Mrs. Monika Jain are as under:

Variable Remuneration: Performance linked incentives shall be payable based on performance, reviewed and approved by the Nomination and Remuneration Committee, and will be paid if the employee is on the rolls of the Company on the payment date.

Stock Options: No Options granted and any future ESOP grants will be subject to approval of Members, as may be required under applicable laws.

Perquisites: As per Company s policy and shall be within the remuneration as stated above.

Statutory Benefits and other Company benefits: As per the Company s policy, from time to time, including but not limited to contribution to provident fund, gratuity, leave encashment, medical insurance for self and family.

Notice Period: The notice period is 60 days for resignation from the company.

Severance fees: As per Company s policy and shall be payable based on performance, reviewed and approved by the Nomination and Remuneration Committee.

Reimbursement of Expenses:

1. Expenses incurred for travelling, boarding and lodging including for spouse and attendant(s) during business trips and provision of car(s) for use on Company s business and communication expenses at residence shall be reimbursed at actuals and not considered as perquisites.

2. Mr. Tosh Kumar Jain, Mr. Arihant Kumar Jain and Mrs. Monika Jain shall also be entitled to reimbursement of all legitimate expenses incurred by him in performance of his professional duties including but not limited to communication and travel expenses (including but not limited to reimbursements related to mobile bill, data card bills, internet bills, travel expenses, meal expenses etc. as per Company policy).

44. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THETR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There are no application made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year.

45. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information regarding Energy Conservation, Technology absorption and Foreign Exchange earnings and outgo as per Section 134 of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given under:

(a) Energy Conservation

Energy consumed during the year does not constitute a significant amount, thus Particulars under Rule 8(3) of the Companies (Accounts) Rules, 2014 and Section 134(3) (m) of the Companies Act, 2013 on Conservation of Energy, Technology Absorption are not applicable to the Company, hence no disclosure has been made in this report.

(b) Technology Absorption

The techniques of preparation of medicines are based on ancient Ayurvedic pattern subject to time to time modification in accordance with the modern development. So the entire method is indigenous and no foreign technology is involved.

(c) Foreign Exchange Earnings and Out Go Earnings- Nil

Outgo- Nil

46. OPERATIONS REVIEW:

For detailed operational review kindly refer to Management Discussion and Analysis Report and the Report on Corporate Governance, which forms part of this Annual Report.

47. COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable on the Company.

48. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis of financial condition including the result of operations of the Company for the year under review, as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the stock exchanges, is given as a separate statement in Annual Report as ANNEXURE-I.

49. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

Mr. Rajesh Kumar Gupta ( DIN: 01048355) appointed as additional independent director of the company on 13th day of August, 2025. The outcome of performance evaluation of Mr. Rajesh Kumar Gupta is positive. He taken unbiased decisions and provide independent guidance in several crucial matters to the Board of the company. He performed his roles and responsibilities in effective manner. He ensures integrity of the company s accounting and financial reporting system. He acted on fully informed basis, in good faith with due diligence and care. Mr. Rajesh Kumar Gupta is a Graduate and Professional having experience of more than 34 years in the field of corporate laws, taxation, accounting and finance. Mr. Rajesh Kumar Gupta is highly skilled and proficient and scored well in the self assessment test conducted by the Indian Institute of Corporate Affairs to include the name of persons who qualified such test in the databank of independent directors.

Mrs. Cheena Golani (DIN: 11220936), appointed as additional independent director of the company on 13th day of August, 2025. The outcome of performance evaluation of Mrs. Cheena Golani is positive. She taken unbiased decisions. She performed his roles and responsibilities in effective manner. She acted on fully informed basis, in good faith with due diligence and care. She possessed analytical Skills and professional skills required for performing the role of independent director in effective manner. Mrs. Cheena Golani is a Graduate and Professional having experience of more than 4 years in the field of capital market, corporate laws, Companies Act, SEBI Laws and other Law related matters. Mrs. Cheena Golani is highly skilled and proficient and scored well in the self assessment test conducted by the Indian Institute of Corporate Affairs to include the name of persons who qualified such test in the databank of independent directors.

50. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There is no one time settlement made with the banks and Financial Institution during the year.

51. DISCLOSURE OF THE ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS TN THE FINANCIAL YEAR.

Particulars under Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 do not apply to the company as the company has not issued any equity shares with differential voting rights during the financial year.

52. MATERIAL CHANGES DURING THE FINANCIAL YEAR.

There have been no material changes and commitments which have occurred during the financial year .

53. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF"):

The company does not have any dividend which remains unclaimed/unpaid for a period of seven years from the date of transfer to the unpaid dividend account and hence no amount has been transferred to the IEPF established by the Central Government.

54. BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT

As per the provisions of Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Annual Report of the top 1000 listed entities based on market capitalization shall include a Business Responsibility and Sustainability Report. But, the Company, not being one of such top 1000 listed entities, is not required to annex any Business Responsibility and Sustainability Report.

55. INSIDER TRADING CODE:

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ( the PIT Regulations ) on prevention of insider trading, the Company have its Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons in line with the recent amendments brought by Securities and Exchange Board of India in the PIT Regulations. The said Code lays down guidelines, which advise Designated Persons on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliance.

56. INSURANCE:

All the insurable interest of the company, including Inventories, Buildings, Machinery etc. is adequately insured.

57. INDUSTRIAL RELATIONS:

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to maintain efficiency in the industry. It has taken various steps to improve productivity across organization.

58. DISCOUSURE REGARDING EXTENSION OF 44 th ANNUAL GENERAL MEETING

The Company requested the Registrar of Companies, Uttarakhand, for the extension of the 44 th Annual General Meeting of the Company as the situation in Uttarakhand was very grim due to heavy rain and water logged in the factory premise and the natural disturbances was not allowed to hold the Company s 44 th Annual General Meeting in the month of September 2025. The Registrar of Companies, Uttarakhand, granted an extension of time for a period of Three (3) months to the Company for holding its 44 th Annual General Meeting for the financial year ended on March 31, 2025.

59. CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis describing the Company s objectives, projections, estimates, expectations or predictions may be " forward-looking statements " within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company s operations include changes in the government regulations, tax regimes and economic developments within India or abroad.

60. ACKNOWLEDGEMENT& APPRECIATION

The Directors place on record their sincere appreciation for the dedication, hard work and commitment of the employees at all levels and their significant contribution to your Company s growth. Your Company is grateful to the Distributors, Dealers, and Customers for their support and encouragement. Your Directors thank the Banks, Financial Institutions, Government Departments and Shareholders and look forward to having the same support in all our future endeavors.

Further, the Board expresses its gratitude to you as Shareholders for the confidence reposed in the management of the Company.

By Order of the Board of Directors For Desh Rakshak Aushdhalaya Limited

	Sd/-
Place: Haridwar	Tosh Kumar Jain
Date: 06.12.2025	Chairman & Managing Director
	DIN: 01540363